Computime

WE ENABLE SMART &

SUSTAINABLE LIVING

Technology | Brand | Manufacturing

Annual Report

2024/2025

COMPUTIME GROUP LIMITED

金寶通集團有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

*For identification purposes only

Computime Group Limited (Stock Code: 0320) is a global technology, brand and manufacturing company headquartered in Hong Kong, with 20 offices and manufacturing sites in strategic locations around the world. Over 50 years, Computime has worked with global brands to deliver meaningful design and manufacturing solutions, as well as to develop and to launch innovative products under its own brand name. Offering more than standard manufacturing services, Computime has established a broad portfolio of solutions. Through bespoke IP and sophisticated R&D, Computime helps its partners to accelerate time-to-market, as well as to launch industry-leading connected products under its SALUS Controls and Braeburn brand. Computime has positioned itself at the forefront of technology, and is emerging as a market leader in the design and manufacturing of IoT and home automation products.

WE ENABLE SMART & SUSTAINABLE LIVING

Technology | Brand | Manufacturing

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2 Corporate Information
4 Chairman's Statement
11 Management Discussion and Analysis
21 Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary
28 Report of the Directors
41 Corporate Governance Report
59 Independent Auditor's Report
64 Consolidated Statement of Profit or Loss
65 Consolidated Statement of Comprehensive Income
66 Consolidated Statement of Financial Position
68 Consolidated Statement of Changes in Equity
69 Consolidated Statement of Cash Flows
71 Notes to Financial Statements
160 Financial Summary

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Computime Group Limited — Annual Report 2024/2025

Corporate Information

Chairman Emeritus

Mr. AUYANG Ho

Directors

Executive Directors

Mr. AUYANG Pak Hong Bernard
(Chairman and Chief Executive Officer)
Mr. WONG Wah Shun

Non-executive Directors

Mr. KAM Chi Chiu, Anthony
Mr. WONG Chun Kong

Independent Non-executive Directors

Mr. HO Pak Chuen Patrick
Ms. LEE Shang Yuee Christabel
Ms. MAY Man Yee Mariana
Mr. Roy KUAN (retired on 5 September 2024)

Authorised Representatives under the Listing Rules

Mr. AUYANG Pak Hong Bernard
Ms. AU King Lun Paulina (appointed on 3 July 2024)
Mr. CHUNG Ming Kit (resigned on 3 July 2024)

Company Secretary

Ms. AU King Lun Paulina (appointed on 3 July 2024)
Mr. CHUNG Ming Kit (resigned on 3 July 2024)

Executive Committee

Mr. AUYANG Pak Hong Bernard (Chairperson)
Mr. WONG Wah Shun

Audit Committee

Ms. MAY Man Yee Mariana (Chairperson)
(re-designated as Chairperson on 5 September 2024)
Mr. HO Pak Chuen Patrick
Mr. KAM Chi Chiu, Anthony
Ms. LEE Shang Yuee Christabel
Mr. Roy KUAN (retired on 5 September 2024)

Nomination Committee

Mr. AUYANG Pak Hong Bernard (Chairperson)
Mr. HO Pak Chuen Patrick
Ms. LEE Shang Yuee Christabel
Ms. MAY Man Yee Mariana
Mr. WONG Chun Kong
Mr. Roy KUAN (retired on 5 September 2024)

Remuneration Committee

Mr. HO Pak Chuen Patrick (Chairperson)
Mr. AUYANG Pak Hong Bernard
Ms. LEE Shang Yuee Christabel
Ms. MAY Man Yee Mariana
Mr. Roy KUAN (retired on 5 September 2024)

Corporate Information (continued)

Registered Office

Walkers Corporate Limited
190 Elgin Avenue,
George Town,
Grand Cayman, KY1-9008,
Cayman Islands

Head Office and Principal Place of Business

6/F, Building 20E, Phase 3,
Hong Kong Science Park,
20 Science Park East Avenue,
Shatin, New Territories,
Hong Kong
Tel: (852) 2260 0300
Fax: (852) 2790 3996

Principal Share Registrar and Transfer Office

Walkers Corporate Limited
190 Elgin Avenue,
George Town,
Grand Cayman, KY1-9008,
Cayman Islands

Hong Kong Branch Share Registrar and Transfer Office

Tricor Investor Services Limited
17/F, Far East Finance Centre,
16 Harcourt Road,
Hong Kong

Website

www.computime.com

Stock Code

320

Investor Relations

6/F, Building 20E, Phase 3,
Hong Kong Science Park,
20 Science Park East Avenue,
Shatin, New Territories,
Hong Kong
Tel: (852) 2260 0300
Fax: (852) 2790 3996
Email: [email protected]

Auditor

Ernst & Young
Certified Public Accountants
Registered Public Interest Entity Auditor

Legal Advisors

As to Cayman Islands law:
Walkers (Hong Kong)

As to Hong Kong law:
Stephenson Harwood

As to PRC law:
Guangdong Zhuojian Law Firm

As to United States law:
Burke, Warren, MacKay & Serritella, P.C.

Principal Bankers

The Hongkong and Shanghai Banking Corporation Limited
Hang Seng Bank Limited
Citibank (Hong Kong) Limited
United Overseas Bank Limited
DBS Bank (Hong Kong) Limited
Standard Chartered Bank (Hong Kong) Limited
Bank of China
Industrial and Commercial Bank of China (Asia) Limited
China CITIC Bank

Computime Group Limited — Annual Report 2024/2025

Chairman's Statement

For the Year Ended 31 March 2025

Dear Stakeholders,

On behalf of the Board of Directors (the "Board") of Computime Group Limited (the "Company" or "Computime"), I am pleased to present the annual results of the Company and its subsidiaries (collectively, the "Group") for the financial year ended 31 March 2025 ("FY2025" or the "Year").

In FY2025, the Group recorded revenue of HK$3,996.6 million, representing a modest decrease of approximately 1.0% compared to HK$4,037.8 million in the previous year. This slight decline was primarily attributable to a softer performance in the heating, ventilation, and air conditioning ("HVAC") segment, which experienced headwinds from a weakened residential construction market and subdued consumer demand.

Despite this slight decline, we are pleased to report that the Group's gross profit margin improved to 16.3%, up from 15.6%, marking a year-on-year increase of approximately 4.5%. This improvement reflects the Group's focus on operational efficiency, cost management, and a more favorable product mix. Overall, the Group's performance has been satisfactory and in line with our expectations.

Operating Against Global Economic Headwinds

The macroeconomic landscape in FY2025 has been marked by rising complexity and persistent uncertainty, driven by shifting trade policies, inflationary pressures, and ongoing geopolitical tensions. Unpredictable policy directions in key economies, particularly the United States, have disrupted global trade flows and created volatility across financial markets. The introduction of new tariffs and the tightening of cross-border regulations have forced many businesses to reevaluate supply chains and operational strategies. Tariff increases, in particular, have raised the cost of imported goods, which often translates to higher retail prices for consumers. This can dampen consumer spending, especially in price-sensitive markets, thereby reducing overall demand. In some sectors, businesses may absorb these costs to remain competitive, while in others, the burden is passed on to consumers, compounding inflationary pressures. In this challenging environment, the Group has demonstrated resilience, maintaining strategic focus and agility to adapt to rapidly changing conditions.

Since the introduction of the United States (the "US") tariff policies, the Group has proactively evaluated and mitigated potential exposure. Today, less than 10% of our revenue is generated from products that are manufactured in China and shipped to the US. Leveraging on our diversified global manufacturing network, we are fully capable of fulfilling US orders from alternative locations. This flexibility, enabled by our globalization strategy, has significantly limited the impact of tariffs on our business operations. Looking ahead, we will continue to adapt our production footprint in response to evolving macroeconomic conditions. By optimizing capacity across our international facilities, we intend to further reduce China-to-US export volumes, strengthening our resilience against external risks.

Computime Group Limited — Annual Report 2024/2025

Chairman's Statement (continued)

For the Year Ended 31 March 2025

While inflation remains a global concern, especially in relation to input costs and consumer sentiment, interest rates have become less of a uniform pressure, with most major economies outside the US moving toward easing. The more urgent challenges stem from continued tariff uncertainty and inflation-driven cost volatility. Geopolitical conflicts—including the US-China trade disputes, the Israeli-Palestinian crisis, and the Russo-Ukrainian war—have further complicated global trade dynamics and increased operational risks. In response, the Group has proactively adjusted its strategies to mitigate disruption, uphold supply chain continuity, and maintain a disciplined approach to cost and risk management.

The residential construction sector, another key area affected by macroeconomic headwinds, has experienced a slowdown in new home-building activities. In the United States, the combined effects of tariffs and high home prices have led to a 10% drop in new home sales in January 2025, with continued declines in existing home contracts¹. Similarly, in European Union (the "EU"), the outlook for new residential completions is negative, with an expected decline of 5.5% in 2025². Weak economic growth, high construction costs, and reduced public investment are all factors contributing to the slowdown in housing recovery, which in turn impacts related industries.

Furthermore, the rapid advancement and integration of artificial intelligence ("AI") technologies have significantly impacted industries worldwide, including sectors relevant to the Group's operations. AI has accelerated innovation in automation, data analytics, product development, and operational efficiency. While this transformation presents opportunities for growth and competitive advantage, it also introduces challenges such as increased competition, the need for talent reskilling, and greater investment in digital infrastructure. For Computime, which operates at the intersection of smart technology and manufacturing, AI presents both market competitions and valuable opportunities to enhance product innovation, optimize operation efficiency, and deliver smarter solutions to customers.

Climate change is also increasingly shaping global economic and regulatory landscapes, with governments and consumers placing greater emphasis on sustainability. Stricter energy and emissions standards are creating both challenges and opportunities for the Group—driving the need to adapt operations while opening new markets for energy-efficient technologies. According to IDC Research, smart home products must align with long-term efficiency goals by 2025, requiring higher upfront investment but delivering substantial long-term savings. This trend, reflected in the growing popularity of "Climate Pledge Friendly" devices on platforms like Amazon, supports the Group's strategic focus on developing smart, sustainable solutions that meet evolving climate and consumer demands.

Computime Group Limited — Annual Report 2024/2025

Reuters: US new home sales tumble; median house price highest since 2022. https://www.reuters.com/markets/us/us-new-home-sales-fall-sharply-january-2025-02-26/
Bloomberg: European housing construction hits lowest level in a decade. https://www.bloomberg.com/news/articles/2025-02-12/european-housing-completions-seen-dropping-to-decade-low-level

Chairman's Statement (continued)

For the Year Ended 31 March 2025

Innovation, Expansion, and Operational Excellence

Despite these significant headwinds, the Group has remained focused on navigating these challenges through a combination of strategic agility, cost optimization, and market diversification. Our long-term vision continues to guide us through these turbulent times, ensuring that we stay on track while delivering value to our stakeholders.

In line with our commitment to innovation and sustainability, 2024 saw the launch of several strategic new products that reinforced our competitive edge and aligned with emerging market demands. These products reflect our continued focus on enhancing customer comfort while supporting global sustainability goals through energy conservation.

Supporting our green transition objectives, the Group also expanded its infrastructure for electric vehicle charging by deploying energy saving solutions in high-impact locations, including government buildings in Hong Kong and sectors across Europe. These projects demonstrate our ongoing contribution to sustainable energy adoption and demonstrate our commitment to corporate social responsibility.

Beyond product innovation, we have continued to grow our global footprint, entering new markets. This expansion reflects our increasing ability to build customer relationships in diverse regions and respond to emerging market demands with agility and precision.

Operationalizing the Strategic Five-Year Plan Through Glocalization

Upon the second year of successful execution, Computime's strategic Five-Year Plan remains firmly anchored by a clear and disciplined vision: to build a future-ready organization capable of thriving amid complexity, disruption, and opportunity. This vision is brought to life through our glocalization strategy, which combines the strength of global scale with the agility of localized operations.

Our Five-Year Plan was developed as a proactive response to the heightened volatility and unpredictability that have come to define the global macroeconomic environment. Rather than reacting to crises, the plan reflects a forward-looking mindset—grounded in rigorous risk assessment and scenario planning. It serves not only as a navigational tool in turbulent times but also as a roadmap for long-term value creation and sustainable growth.

A core strength of this strategy lies in its structural resilience. By diversifying our manufacturing and operational footprint beyond China to now span across Asia, Europe, and the Americas, we have enhanced our flexibility in meeting customer needs, improved lead times, and mitigated risks associated with tariffs, regional disruptions, and shifting policy landscapes. This geographic diversification empowers Computime to adapt swiftly while maintaining operational continuity and delivering consistent value across global markets.

It is operationalized through 4 complementary models—the Region-to-Region structure, the Hub and Spoke Model, the Global Footprint strategy, and the Specialized and Flexible Model—working in concert to deliver meaningful, sustained value.

Our Five-Year Plan sets out to drive targeted growth, scale our technology platforms, and transform our operations to meet the challenges of a rapidly evolving global environment. These priorities are not theoretical—they are embedded into the way we work every day.

Computime Group Limited — Annual Report 2024/2025

Chairman's Statement (continued)

For the Year Ended 31 March 2025

Region-to-Region Model

The Region-to-Region Model enables our teams across the world to operate with a high degree of autonomy while staying strategically aligned with the Group's overall direction. This has proven particularly effective as we respond to the growing demand for on-shoring and near-shoring, especially in key markets like Europe and North America. Local teams, deeply embedded in their regions, are empowered to manage customer relationships, coordinate production needs, and shape go-to-market strategies that reflect the unique realities of their operating environments. This localized autonomy enhances our ability to stay relevant, responsive, and deeply connected to our customers.

We’ve also launched a talent management plan that supports our people from onboarding through to leadership development. It’s designed to help them grow continuously and build long-term careers with us.

Our corporate headquarters in Hong Kong illustrates this dual model in action. It has evolved into a global command center that continues to guide the Group's strategic direction while also supporting a growing network of empowered regional offices. These offices, led by experienced local professionals, bring deep market knowledge, cultural fluency, and operational expertise to bear on every customer's engagement. Through close collaboration with customers, they ensure that every interaction is relevant, responsive, and timely. Just as importantly, the insights generated from these local interactions are fed back into our broader operations, allowing us to continuously refine our products, adjust production schedules, and evolve service models with agility.

In terms of business development, our glocalization strategy has enabled us to enter new markets through localized approaches, cultivate long-term partnerships with local stakeholders, strengthen regional sales channels, and diversify our revenue streams.

Hub and Spoke Model

Complementing this, the Hub and Spoke Model provides the consistency and coordination needed to ensure global alignment. Our regional head offices serve as strategic hubs—offering operational oversight and resource support to surrounding markets. These hubs play a crucial role in unifying efforts across geographies, ensuring that while our teams respond to local needs, they do so within a framework that maintain coherence in execution, efficiency in resource use, and clarity in strategic focus.

Global Footprint and Specialized and Flexible Hybrid Model

As part of this glocalized execution model, we have expanded our global manufacturing footprint with facilities now operating in Shenzhen, Malaysia, Vietnam, Mexico, and Romania. These sites were carefully selected for their ability to bring us closer to major markets, reduce logistical risks, and improve supply chain flexibility. Each facility implements the Specialized and Flexible Hybrid Model and focuses on its strengths—whether in manufacturing, logistics, or product development—while contributing to an integrated network that functions with shared purpose and synchronized execution.

Computime Group Limited — Annual Report 2024/2025

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Computime Group Limited — Annual Report 2024/2025

Chairman's Statement (continued)

For the Year Ended 31 March 2025

This model—grounded in regional empowerment and centralized coordination—has allowed us to strengthen our customer engagement, and to enhance our ability to respond swiftly to external disruptions. It has enabled us to maintain operational stability, protect investment momentum, and adapt with clarity and confidence even in unpredictable environments.

As we look ahead, globalization will continue to serve as the operational engine of our strategic Five-Year Plan. It ensures that we stay close to our markets, listen to our customers, mitigate risk and act with both local insight and a global perspective. It is more than an organizational framework—it is the foundation upon which we will continue to grow with resilience, scale with intelligence, and lead with purpose in a world that demands nothing less.

Harnessing AI and Emerging Technologies for Smarter Solutions

Computime is fully committed to leveraging artificial intelligence and other emerging technologies to help drive product innovation, operational efficiency, and sustainable growth. As part of our corporate priorities, we are actively developing strategic roadmaps for AI, MATTER, energy management, and water management platforms—key pillars that will shape the future of our Research and Development ("R&D") and technology investments.

AI is evolving at an unprecedented pace, and we see immense potential in embedding this intelligence into our product ecosystem. Beyond enhancing our current offerings, we are working to integrate AI into next-generation solutions across HVAC, induction cooking, power and EV charging systems, and smart building technologies. This will enable us to deliver more intuitive, energy-efficient, and connected living environments, helping our customers transition toward smarter, more sustainable homes.

We also recognize AI's transformative role in streamlining operations. Across our manufacturing network, digital tools powered by AI are being introduced to optimize machine performance, reduce downtime, and increase overall productivity. Internally, we are encouraging our workforce to harness AI-driven platforms to enhance decision-making, automate repetitive tasks, and unlock new levels of efficiency. This dual approach—AI-enabled products and AI-powered operations—positions Computime to remain at the forefront of digital transformation within our industry.

To execute Computime's globalization strategy, we're building a global engineering network with tech centers and reliability labs in Hong Kong, Shenzhen, Italy, Romania, the United Kingdom ("UK"), and the US. This presence allows us to both access vital local expertise and deliver responsive support to customers in each region. Over 500 in-house R&D engineers empower these regional teams to collaborate, sharing technical knowledge and market insights. Together, we co-develop smart home and sustainable living solutions that precisely address local needs while ensuring consistent global innovation and quality standards which Computime is known for.

By embracing these advancements, we aim to stay ahead of technological trends, and to drive meaningful innovation that aligns with our long-term vision for growth, customer satisfaction, and environmental responsibility.

Chairman's Statement (continued)

For the Year Ended 31 March 2025

Outlook

We believe the global macroeconomic environment will continue to grow in complexity, shaped by unpredictable policy shifts, renewed tariff threats, and persistent geopolitical tensions. These forces have created an atmosphere in which business confidence and consumer spending remain fragile. Yet, in the face of such uncertainty, we stand prepared—not only to weather volatility but to move forward with clarity, resilience, and intent.

We remain cautiously optimistic about a gradual recovery in the HVAC market, supported by increasing demand for energy-efficient and sustainable solutions. Should this trend continue, it would align strongly with Computime's core strengths and support the demand for smarter, environmentally responsible technologies.

Build a Resilient and Scalable Global Business

To support our business ambitions, we will continue to advance on multiple fronts that reinforce our long-term growth trajectory.

Strengthen Global Presence

First, we are deepening our global footprint, with a strategic focus on Southeast Asia. A cornerstone of this effort is the establishment of a key operational hub. This hub will serve as a central node for our regional business activities, capitalizing on its vibrant business ecosystem and its strategic proximity to key markets. By integrating business, engineering, and operational capabilities, we aim to deliver seamless end-to-end solutions tailored to local customer needs. The setup brings us closer to our customers and enhances our ability to navigate complex geopolitical and trade dynamics. With a strong regional presence in the Wellness and Medical sector, this hub also offers significant potential to grow our customer base and explore new verticals aligned with our core competencies.

Accelerate Growth

Concurrently, we are accelerating business growth across both of our core segments. For our Control Solutions business, we are actively pursuing new global customer relationships to broaden our market coverage and drive volume growth. This effort is supported by our robust R&D capabilities and reputation for engineering excellence. On the Branded Business front, we will build on our strong momentum in the EU and the US by expanding further into Eastern Europe. These emerging markets represent a compelling opportunity to introduce our proven product offerings to new customer bases, supported by our agile supply chain and trusted distribution partners.

Computime Group Limited — Annual Report 2024/2025

Chairman's Statement (continued)

For the Year Ended 31 March 2025

Enhance Operational Agility

To meet growing global demand and ensure consistent delivery, we are also enhancing our manufacturing capabilities. We continue to adopt a more agile production approach—fine-tuning capacity, adjusting production schedules, and streamlining operations in alignment with real-time customer requirements. Such a responsiveness helps us scale efficiently, and reinforces our commitment to quality, reliability and customer satisfaction. As part of our broader digitalization efforts, we have fully implemented the SAP system across all production sites and offices. This integrated platform enables real-time monitoring of key metrics such as inventory levels and order status, helping us to streamline internal processes, improve decision-making, and boost overall efficiency. By embedding digital tools into our operations, we are not only enhancing agility and responsiveness but also accelerating our transformation into a data-driven organization focused on continuous improvement and operational excellence.

At the foundation of these efforts lie the core values that define who we are. Building A-Teams remains central to our culture: we are committed to attracting and retaining top talent, empowering teams to operate with autonomy, and fostering an environment where individuals are encouraged to make informed decisions that drive collective success. Alongside this, our pursuit of Achieving Excellence inspires us to set ambitious goals and consistently deliver exceptional results, cultivating a culture of high performance and continuous improvement.

With these values as our compass, we remain confident in our ability to navigate the road ahead and to deliver long-term value to all our stakeholders.

Appreciation

On behalf of the Board of Directors, I extend our sincere gratitude to our customers, employees, suppliers, investors, and partners. Your continued trust and support have been vital to our progress. With more than half a century of operational experience, our foundation is built on innovation, resilience, and a steadfast commitment to long-term growth. While the business landscape continues to evolve, our pursuit of excellence remains unwavering.

Ultimately, we are committed to moving forward together with all stakeholders—creating lasting value, delivering sustainable returns, and contributing meaningfully to the communities we serve. With shared purpose and continued collaboration, we are confident in our ability to navigate the future with strength and vision.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis

Established in 1974, Computime began as a manufacturer of electronic clocks and timing devices and has since evolved into a leading technology, brand and manufacturing company focused on smart and sustainable living. Over the past five decades, we have grown into a transnational enterprise with regional hubs in Greater China, Southeast Asia, the EU, the UK and North America. These operations are coordinated and supported by the Group’s headquarters in Hong Kong.

The Group operates through two primary segments: Control Solutions and Branded Business. The Control Solutions segment delivers end-to-end engineering and manufacturing services to global brands across a broad spectrum of industries, including HVAC, Appliances, Water and Air, Industrial Controls, Medical Devices, and Tools. The Branded Business segment focuses on delivering integrated products, services, and ecosystems in areas such as HVAC, smart home, electric vehicle (“EV”) charger, security, and energy management. Our innovative offerings are marketed worldwide under the Salus and Braeburn brands, serving professional installers, property developers, and wholesalers. Our consumer-facing division, Computime Brands, includes the ntve home brand and specializes in smart home technologies, climate control, and security solutions. In addition, our C Plus J technology integration platform provides sustainable, high-performance solutions in audiovisual systems, EV charging infrastructure, robotics, and smart building Internet of Things (“IoT”) applications.

Market Overview

The macroeconomic environment in FY2025 has grown increasingly complex and volatile, marked by shifting geopolitical dynamics, persistent inflationary pressures, and elevated interest rates. Following a series of unprecedented disruptions and the highest effective tariff rates in a century, the global macroeconomic outlook is increasingly shaped by heightened downside risks, as governments worldwide shift and realign their policy priorities.

Geopolitical and Trade Developments

The return of the Trump administration in the US has intensified global policy uncertainty, especially regarding trade and tariffs. The reintroduction of tariffs targeting key partners such as China, the EU, and others has heightened market volatility and disrupted established supply chains. These measures, coupled with retaliatory responses from affected nations, have complicated international trade frameworks. Consequently, businesses worldwide are compelled to reevaluate supply chain resilience and recalibrate their industrial strategies to navigate this challenging environment.

Ongoing geopolitical tensions, including the protracted Russo-Ukrainian war and the unresolved Israeli-Palestinian situation, have further dampened business confidence and impeded efforts toward global economic recovery.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Economic Growth and Monetary Policy Outlook

The International Monetary Fund ("IMF") revised its global GDP growth forecast downward in its April 2025 World Economic Outlook from 3.3% to 2.8%. Global inflation is projected to ease, though the pace of decline is expected to be gradual. The US growth forecast for 2025 has been revised down to 1.8% from 2.7% in January, while the Eurozone and the UK have lowered their projections to 0.8% and 1.1%, respectively, from previous estimates of 1.0% and 1.6%.

The US Federal Reserve (the "Fed") kept its interest rate steady at 4.5% in March 2025, signaling continued concerns about inflation and economic uncertainty. The Fed acknowledged that tariffs are likely to contribute to higher inflation this year, reinforcing its decision to hold rates unchanged².

New Home-Build Activity Slows Down

In the US, tariffs are compounding existing pressures on the housing market. They are expected to have a negative impact on new home construction by driving up costs and potentially reducing affordability for homebuyers. According to a forecast by Forisk, new home builds are projected to total 1.35 million units in 2025³, slightly below the 1.364 million units of new home builds recorded in 2024⁴.

In the UK, the NHBC reported a 7% decline in new home builds for the full year of 2024, while the number of new homes registered remained relatively stable year-on-year⁵.

In the EU, Bloomberg reported—citing Euroconstruct research conducted with Ifo and other institutes—that Europe is expected to complete 1.5 million new residential units in 2025, representing a 5.5% decrease from 2024⁶. Experts attribute this slowdown to weak economic growth, reduced public investment, and persistently high construction costs, all of which continue to hinder the recovery of the region's housing construction sector.

IMF: The Global Economy Enters a New Era. https://www.imf.org/en/Blogs/Articles/2025/04/22/the-global-economy-enters-a-new-era
APNews: The Federal Reserve sees tariffs raising inflation this year and keeps key rate unchanged. https://apnews.com/article/fed-federal-reserve-rates-trump-tariffs-inflation-prices-a9008f1bb081093cd149967e3e637c7b
Forisk: U.S. Housing Starts Outlook, Q2 2025 Updatehttps://forisk.com/u-s-housing-starts-outlook-q2-2025-update/
NRCA: Housing starts increased in December 2024 https://www.nrca.net/RoofingNews/housing-starts-increased-in-december-2024.1-28-2025.12549/Details/Story
NHBC: Economic challenges and wet weather dampen house building in first quarter, reports NHBC. https://www.nhbc.co.uk/insights-and-media/insights/economic-challenges-and-wet-weather-dampen-house-building-in-first-quarter-reports-nhbc
International investment: Housing Completions in Europe to Drop to a 10-Year Low. https://internationalinvestment.biz/en/real-estate/5383-housing-completions-in-europe-to-drop-to-a-10-year-low.html

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Business and Financial Review

In FY2025, Computime demonstrated resilient financial performance amid a challenging macroeconomic environment and industry headwinds.

Revenue for the Year amounted to HK$3,996.6 million, representing a slight decline of 1.0% compared to HK$4,037.8 million for the financial year ended 31 March 2024 ("FY2024"). This modest decrease is primarily attributable to continued market sluggishness and a HK$133 million shipment backlog in the Control Solutions segment that was carried forward from the previous fiscal year. Despite these challenges, the Group recorded a notable rebound in the second half of FY2025, traditionally our peak sales season, with a strong revenue growth of 20.6% over the first half, reaching HK$2,185.3 million, marking an improvement compared to the second half of FY2024. This recovery was largely driven by robust growth in the Appliances business within the Control Solutions segment.

Gross profit increased 3.5% year-on-year to HK$653.3 million (FY2024: HK$631.1 million), while gross profit margin improved to 16.3%, up from 15.6% in the prior year. This margin stability is due to strict operational expense control and improved margins in the Branded Business segment.

Selling, distribution, and administrative expenses for FY2025 rose to HK$510.8 million, a 5.4% increase from HK$484.5 million in the previous year. This was driven by strategic investments in facility upgrades, talent acquisition, and the development of new products in the EV charger segment, in line with the Group's long-term growth agenda.

Profit after tax rose 7.6% to HK$90.3 million in FY2025, from HK$83.9 million of the previous year. During the Year under review, the Adjusted EBITDA came in at HK$332.2 million, marginally lower than the HK$333.9 million recorded in the previous year. Upon a 0.5% decline, the current Adjusted EBITDA margin stood at a healthy 8.3%, underpinned by tighter product cost controls and improved operational efficiency.

The Group's cash and bank balances remained robust, amounting to HK$214.2 million as of 31 March 2025 (31 March 2024: HK$226.7 million), which included cash and bank balances of HK$195.8 million (31 March 2024: HK$210.8 million) and restricted deposits of HK$18.4 million (31 March 2024: HK$15.9 million) for issuance of bank acceptance notes, with net cash steady at HK$95.9 million compared to HK$90.3 million as of 31 March 2024. These figures demonstrate effective cash flow management and a stable liquidity position.

Inventory levels decreased to HK$756.0 million as of 31 March 2025, down from HK$824.0 million as of 31 March 2024, benefiting from enhanced inventory and stock management. Trade receivables amounted to HK$770.9 million as of 31 March 2025, compared to HK$509.4 million as of 31 March 2024. Trade and bills payable stood at HK$950.8 million as of 31 March 2025, up from HK$745.3 million as of 31 March 2024. The latest increases in our trade receivables and trade and bills payables were primarily driven by the Group's strong sales momentum in the second half of FY2025. This momentum was largely attributed to a seasonal uplift in the fourth quarter, which is traditionally our peak sales period. Our sales activities follow typical seasonal patterns, with stronger performance expected in the latter part of the fiscal year.

7 Adjusted earnings before interest, taxes, depreciation and amortisation ("Adjusted EBITDA") excluded loss on valuation of HK$1.6 million in current year and gain on valuation of HK$7.0 million in last year.

Computime Group Limited — Annual Report 2024/2025
13

Management Discussion and Analysis (continued)

The Group's gearing ratio improved to 8.4% from 9.9% a year earlier, mainly due to a reduction in bank borrowings, further strengthening the Group's financial position.

Overall, despite a turbulent external environment, Computime maintained steady revenue, improved profitability, and sustained a strong balance sheet—positioning us well for future growth opportunities.

Group Operational Review

Control Solutions

Revenue from Computime's Control Solutions segment reached HK$3,565.8 million in FY2025, representing a marginal decline of 1.0% compared to HK$3,601.0 million in the previous fiscal year. The modest dip was primarily attributed to softer performance in the HVAC sector, which saw headwinds due to unfavorable climatic factors and a slowdown in both new home construction and residential retrofit activities. These macroeconomic and industry-specific challenges offset the solid growth achieved in the Appliances, Water & Air and Tools segments, which remained aligned as planned.

Looking ahead, the segment is poised for recovery and expansion, underpinned by emerging business opportunities in newly targeted geographic markets. With continued investment in product innovation and customer partnerships, Control Solutions is expected to regain growth momentum.

Branded Business

Our Branded Business segment recorded revenue of HK$430.8 million in FY2025, compared to HK$436.8 million in FY2024, reflecting a slight decline of 1.4%. The revenue contraction was primarily due to a weakened US market environment. Nevertheless, Salus delivered strong growth in the second half of FY2025, fueled by the successful launch of the new smart home solution and regained market share in Eastern Europe.

With the HVAC market showing signs of gradual recovery, we are strategically prepared to build on our momentum in the EU. Continued investment in product development and targeted market expansion will further enable us to capture new opportunities and enhance the resilience of our Branded Business.

Our Approach: Glocalization Focus within our Five-Year Plan

Upon the 2nd year of execution of the Five-Year Plan, our strong focus on Glocalization is further anchored. Our Glocalization strategy emphasizes local operations supported by centralized management in Hong Kong. By combining "globalization" and "localization", this approach allows us to tailor global products to meet specific regional and local needs. As a result, we can better adapt to diverse local contexts and more effectively serve the unique requirements of our customers.

Implemented ahead of current market turbulence, this roadmap has enabled us to pursue strategic investments in future growth, even amid economic uncertainties. It serves as a guiding framework for sustainable development and enhances our ability to manage crises, ensuring structural resilience in navigating ongoing market challenges.

This Glocalization Model has kept us firmly on course, enabling steady progress despite a rapidly shifting environment. It has positioned us to secure new projects and sustain our market presence. With this proven approach and a clear strategic direction, we are confident in our ability to successfully achieve the goals of our Five-Year Plan and continue delivering long-term value.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Strategies Under Glocalization

Under the Glocalization and Region-to-Region Model, we tailor our market strategies to meet local requirements while leveraging on our global resources to extend market reach and reduce operational costs.

Our Region-to-Region operational approach relies on dedicated local business development teams in each market. These specialized teams handle customer interactions, align production needs, and lead front-end sales efforts, allowing us to better understand customer requirements and secure new business projects. By hiring local talent to manage regional activities, we combine our core management expertise with local insights, thereby strengthening market responsiveness and reinforcing our business-to-business relationships.

With the Hub and Spoke Model, Hong Kong functions as our central hub, providing strategic support and direction to regional offices to optimize resource allocation and ensure broad, effective market coverage.

Adhering to our Specialized and Flexible Hybrid Model, each site leverages on its unique strengths while operating within a shared strategic framework that promotes resource sharing and cross-location collaboration.

Corporate Priorities

Computime is advancing the leadership in smart and sustainable living through a focused growth strategy built on four core pillars:

Targeted Growth

Computime is expanding into high-growth green and smart home markets to meet increasing global demand. The Group is developing advanced energy and water management platforms powered by artificial intelligence. All new products are aligned with MATTER standards to ensure full compatibility within the evolving IoT and smart home ecosystem.

1 to N Technologies

With over 500 engineers and more than 200 patents, Computime is well-positioned to transform innovation into scalable solutions. The Group is leveraging the latest sensor and connectivity technologies to create energy-efficient products that offer measurable benefits.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Globalization Rewired

As part of our “Globalization Rewired” strategy, the Group implemented the Region-to-Region Model and Glocalization plans, tailored to the specific needs of each business unit. To further support this transformation, we enhanced our corporate culture, talent development model, and reporting structure, creating a more responsive, collaborative, and accountable organization. Under our Globalization Rewired strategy, we are building integrated business development, engineering and manufacturing capabilities across North America, the EU, Southeast Asia and China, forming a global presence that supports localized responsiveness and global coordination. These initiatives are propelling the Group’s Glocalization journey—enabling us to better serve customers, attract global talent, and drive sustainable growth across diverse markets.

Operation Remastered

Computime is implementing a Region-to-Region Model and a Hub and Spoke infrastructure to stay close to key markets and customers. This is complemented by flexible hybrid operations that enhance responsiveness and efficiency. These upgrades enable the Group to allocate resources more effectively and promote seamless cross-regional collaboration. To further strengthen execution, the Group is establishing profit and loss ownership and empowered business structures across all business units, driving greater accountability and agility. In parallel, operational efficiency is being enhanced through comprehensive process reorganization and implementation of the SAP system across all areas.

Together, these pillars support Computime’s next phase of growth, driven by innovation, operational agility, and a clear vision to lead in the global smart and sustainable living market. The Group’s Glocalization strategy further empowers customers to navigate global disruptions such as tariffs, which has fueled greater demand for Computime’s overseas manufacturing facilities and accelerated overall business expansion.

Sustainability Stewardship

At Computime, Environmental, Social, and Governance (“ESG”) considerations are deeply embedded in our operations and corporate culture. In FY2025, we continued to make meaningful progress across all key ESG dimensions, demonstrating our commitment to responsible business practices and sustainable growth.

At Computime, our commitment to environmental excellence is reflected in the recognition we have received through several prestigious certifications.

In FY2025, we were awarded three (3) Low Carbon Manufacturing Programme (“LCMP”) Gold Labels from World Wide Fund (“WWF”), a testament to our ongoing efforts to minimize carbon emissions across our manufacturing facilities. In Hong Kong, our continued emphasis on sustainable office practices and resource efficiency earned us the LOOP+ Label – Third Level from WWF, the second-highest tier in the programme. Our Malaysia office was also recognized with the Penang Green Office Label, acknowledging our consistent implementation of green initiatives at the regional level.

Our performance was also reflected in external ESG assessments. We were awarded the Bronze Medal by EcoVadis, and our percentile ranking rose significantly from the 53rd to the 78th percentile, indicating that our overall ESG score is now equal to or higher than 78% of all rated companies globally.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Computime has made substantial progress in reducing the environmental impact, particularly in carbon emissions. We exceeded our five-year target for Scope 1 and Scope 2 greenhouse gas emissions and achieved a notable 38.3% reduction against the 2020 baseline—demonstrating the effectiveness of our environmental management.

We have outlined an ESG roadmap through 2050, structured around short-, medium-, and long-term targets to embed sustainability across our operations.

As part of our long-term sustainability strategy, Computime has formally committed to achieving net zero emissions. This pledge reflects both our environmental responsibility and strategic foresight, recognizing that decarbonization is critical not only for climate stewardship but also for long-term business resilience.

Outlook

Global uncertainties are continuing to shape the business landscape, but Computime remains cautiously optimistic about the road ahead. Our resilient business model, combined with disciplined execution and a clear strategic direction, equips us to navigate challenges and seize emerging opportunities.

Market Opportunities

Despite ongoing short-term headwinds, Computime remains optimistic about emerging market opportunities that could support our long-term growth trajectory. We expect a potential rebound in the HVAC market, which presents a valuable avenue for expansion within our Branded Business segment. In anticipation of this recovery, we are intensifying efforts to promote our high-performing product lines while simultaneously developing innovative offerings that address the sector's evolving requirements.

In our Control Solutions segment, we are actively pursuing strategic geographic expansion across key regions in Asia and Europe, particularly in China. This initiative is aimed at diversifying our revenue streams and mitigating the risks associated with reliance on any single market. By broadening our footprint, we are positioning ourselves to better capture demand in a more balanced and resilient manner.

To further strengthen our competitive advantage, we will continue to invest in advanced technologies and expand our product portfolio. These efforts are aligned with global market trends, particularly the growing emphasis on energy efficiency, smart control systems, and environmental monitoring. By responding to these increasingly sophisticated customer needs, Computime is well-positioned to deliver innovative, high-value solutions across our global markets.

Southeast Asia Expansion

As part of Computime's broader globalization strategy, we are establishing a key operational hub to drive our long-term growth in Singapore. This hub is designed to integrate our business, engineering, customer support and operational functions, enabling us to deliver seamless, end-to-end solutions that are specifically tailored to meet the needs of customers across the region. It has been granted the International Headquarters Award by the Singapore Economic Development Board and is now ready for operation.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Singapore's strategic advantages—its robust regional connectivity, business-friendly environment, and proximity to high-growth emerging markets—make it an ideal base for our expansion efforts. Through this hub, we aim to deepen our regional presence and enhance responsiveness to customer demands.

We also see compelling growth potential in sectors such as Medical and Wellness, both of which align closely with Computime's core capabilities and strategic direction. By leveraging our expertise and expanding into these focus areas, the hub will serve as a catalyst for innovation and sustainable growth in Southeast Asia.

Operational Optimization and Strategic Investment

In response to today's volatile and unpredictable business environment, Computime is committed to implementing a disciplined and agile operational model that enhances both resilience and long-term sustainability. At the core of this approach is a strong focus on financial prudence. We understand the critical importance of maintaining healthy cash flow and will rigorously manage operational expenses to ensure our financial stability remains intact.

Our strategic investment efforts will be highly targeted, with capital expenditure carefully allocated to areas that deliver the greatest value. This includes the development of new products, alignment with customers' production schedules and regional market demands, and upgrades to our manufacturing facilities and equipment as well as nurture talents to support scalable and efficient operations.

Additionally, we will intensify our investment in research and development, recognizing its central role in driving innovation and maintaining our competitive edge. Alongside this, we will continue to streamline our operations and enhance efficiency across the value chain. These combined efforts will strengthen our ability to navigate external challenges, including geopolitical uncertainties, shifting tariff structures, and ongoing global supply chain disruptions.

Conclusion

Looking ahead, the global business landscape is expected to remain challenging amid persistent macroeconomic uncertainties, geopolitical tensions, and policy shifts. Despite this, long-term structural trends prevailing around the world, particularly the accelerating urgency of climate change and the global emphasis on sustainability, continue to open new avenues for innovation and growth, from which we can profit. As a company dedicated to smart and sustainable living, Computime remains committed to navigating this complex environment with strategic focus, operational agility, and adaptive resilience.

Our approach is rooted in adaptive resilience, the ability to embrace change and respond to adversity with agility and strength. We will continue to evolve our business model and operations to stay ahead of market dynamics, ensuring that we remain competitive, customer-centric, and forward-looking.

With a strong focus on sustainable innovation and global expansion, we are committed to creating lasting value for our customers, partners, and shareholders. With a steadfast focus on operational excellence and technological advancement, the Group is well-equipped to succeed in an increasingly complex and dynamic global landscape.

18
Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Liquidity, Financial Resources, and Capital Structure

The Group maintained a sound financial and liquidity position in the Year. As of 31 March 2025, the Group maintained cash and bank balances of HK$214,188,000 (FY2024: HK$226,699,000), which included cash and bank balances of HK$195,820,000 (FY2024: HK$210,824,000) and restricted deposits of HK$18,368,000 (FY2024: HK$15,875,000) for issuance of bank acceptance notes. The Group held a cash and bank balance of HK$50,844,000 (FY2024: HK$53,263,000) denominated in RMB. The remaining balance was mainly denominated in US dollars, Hong Kong dollars ("HK dollars" or "HK$"), or Euros ("EUR"). Overall, the Group maintained a robust current ratio of 1.4 times as of 31 March 2025 (FY2024: 1.5 times).

As of 31 March 2025, total interest-bearing bank borrowings were HK$118,249,000 (FY2024: HK$136,445,000), comprising mainly bank loans repayable within one year. Most of these borrowings were denominated in US dollars or HK dollars (FY2024: US dollars, HK dollars, RMB or EUR), and the interest rates applied were primarily subject to floating rate terms.

As of 31 March 2025, total equity attributable to owners of the Company amounted to HK$1,401,268,000 (FY2024: HK$1,380,738,000). The Group had a net balance of total cash and bank balances less total interest-bearing bank borrowings of HK$95,939,000 (FY2024: HK$90,254,000).

Treasury Policies

The Group is exposed to foreign exchange risk through sales and purchases denominated in currencies other than the functional currency of the operations to which they relate. The currencies are primarily US dollars, RMB, EUR, and British pounds. The Group closely monitors its overall foreign exchange exposure from time to time and will adopt a proactive but prudent approach to minimise the relevant exposures.

Capital Expenditure and Commitments

During the Year, the Group incurred total capital expenditures of approximately HK$124,680,000 (FY2024: HK$160,320,000) for additions to leasehold land, property, plant, and equipment, software as well as deferred expenditure associated with developing new products.

As of 31 March 2025, the Group had capital commitments contracted but not provided for HK$12,211,000 (FY2024: HK$8,102,000), mainly for the acquisition of property, plant, and equipment.

Computime Group Limited — Annual Report 2024/2025

Management Discussion and Analysis (continued)

Contingent Liabilities

As of 31 March 2025, the Group had no significant contingent liabilities (FY2024: Nil).

Charges on Assets

The Group undertakes to the bank that short-term bank deposits of HK$18.4 million (FY2024: HK$15.9 million) must be maintained with the respective bank during the life of certain bill payables.

Employee Information

As of 31 March 2025, the Group had a total of 4,007 employees (FY2024: 4,005 employees). Total staff costs for the Year amounted to HK$661,386,000 (FY2024: HK$652,372,000). Salaries and wages are generally reviewed annually by individual qualifications, performance, the Group's results, and market conditions. The Group provides its employees year-end double pay, discretionary bonus, medical insurance, provident fund, educational subsidy, and training.

Share Schemes

A share award plan ("2023 Share Award Plan") and share option scheme ("2023 Share Option Scheme") (the "Share Schemes") have been adopted by the Company in the annual general meeting on 7 September 2023. Details of the 2023 Share Award Plan and the 2023 Share Option Scheme were set out in the circular of the Company dated 25 July 2023 (the "Circular"). The purposes of the Share Schemes are to recognise and reward the contributions of certain eligible participants to the growth and development of the Group and to give incentives in order to retain them for continual operation and development of the Group, and to attract suitable personnel for further development of the Group. Details of the Share Schemes during the Year are disclosed in P.35 to P.38 under the "Report of Directors" in this report.

Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary

Chairman Emeritus

AUYANG Ho, aged 93

Mr. AUYANG Ho ("Mr. AUYANG") was an executive director ("Executive Director"), chairman of the Board ("Chairman"), chairman of both the executive committee ("Executive Committee") and nomination committee ("Nomination Committee"), and a member of the remuneration committee ("Remuneration Committee") of the Company until 13 April 2022. He is now a director of Computime International Limited, a subsidiary of the Company. Besides, Mr. AUYANG is a director and a shareholder of Solar Power Group Limited, the controlling shareholder of the Company. He is the father of Mr. AUYANG Pak Hong Bernard ("Mr. Bernard AUYANG"), an Executive Director, Chairman and the chief executive officer ("CEO") of the Group.

Mr. AUYANG co-founded the Group in 1974. He graduated from the South China Institute of Technology (now known as the South China University of Technology), where he studied structural engineering. Mr. AUYANG has more than 50 years of experience in manufacturing operations, product management and development in the electronics industry. Prior to founding the Group, Mr. AUYANG was an engineer in the Ministry of Railways of the People's Republic of China. During the period from April 1965 to January 1973, he worked in the group of The Hong Kong Chiap Hua Manufactory Company, (1947) Limited (now known as "Chiaphua Limited") (this group is hereinafter referred to as "Chiaphua Group"). He had served as an assistant plant manager of the extrusion plant for The Hong Kong Chiap Hua Manufactory Company (1947) Limited from April 1965 to December 1970. From January to September 1970, he acted as a project manager for International Containers Limited (a company formed by Chiaphua Group and another party and has now been dissolved) and was responsible for supervising and co-ordinating the setting-up of a new manufacturing plant and all the facilities. In September 1970, he was formally promoted as the plant manager of International Containers Limited and held the position until he left Chiaphua Group in January 1973. Mr. AUYANG then formed the Group and under his leadership, the Group received The Chinese Manufacturers' Association of Hong Kong New Product Award in 1976. Mr. AUYANG has been instrumental in spearheading the Group's expansion and has secured many key customers since 1980.

Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary (continued)

Directors

Executive Directors

AUYANG Pak Hong Bernard, aged 57

Mr. Bernard AUYANG is an Executive Director, the Chairman and the CEO of the Group. He is the son of Mr. AUYANG Ho, the Chairman Emeritus of the Company. Bringing with him over 30 years of experience in the electronic industry and general management, Mr. Bernard AUYANG also serves as the chairperson of the Nomination Committee and the Executive Committee and member of the Remuneration Committee. Mr. Bernard AUYANG first joined the Group in 2006 and rejoined the Group in January 2020.

Mr. Bernard AUYANG has been the chairman of a Hong Kong-based investment firm; and was a chief executive officer of a brand and technology company focusing on innovative communication and outdoor products. Mr Bernard AUYANG is the vice chairman of the board of directors of CUHK Medical Centre Limited.

Mr. Bernard AUYANG was an independent non-executive director, the chairman of the remuneration committee and a member of the audit committee and the nomination committee of Lever Style Corporation, a company listed on the Main Board of the Stock Exchange (Stock Code: 1346) from 12 October 2019 to 2 May 2022. He was also an outside director, and the chairman of both of the nomination committee and the compensation committee of Sumida Corporation, a company listed on the Tokyo stock exchange, First Section (Stock Code: 6817) from 20 March 2013 to 25 March 2022.

Mr. Bernard AUYANG received the Young Industrialist Awards of Hong Kong in 1999 and was named the Hong Kong Young Industrial Ambassador in 2002. He was also the past international chairman of the Young Presidents' Organization (YPO), a global network of chief executives, from 2014 to 2015. Mr. Bernard AUYANG is the Vice-Chairman, IT Committee Chair, and a Board member of CUHK Medical Center. He is a Trustee of St. Paul's Co-educational College Charitable Trust and was a Council Member of St. Paul's Co-educational College from 2012 to 2023. He is a Member of the Committee of Overseers of Wu Yee Sun College of CUHK, an Honorary Awards Committee Member, an Honorary Court Member of the Council of the Hong Kong University of Science and Technology, and a former Council member and current Honorary Court Member of Lingnan University. Mr. Bernard AUYANG obtained a Bachelor of Arts magna cum laude in East Asian Studies and Economics from Harvard University in the U.S.A. in 1991.

WONG Wah Shun, aged 62

Mr. WONG Wah Shun ("Mr. Kent WONG") is an Executive Director and serves as a member of the Executive Committee. Having over 30 years of experience in the electronic industry focusing on product development, manufacturing, distribution and brand development, he was the chief executive officer of the Branded Business in VTech Telecommunication before leaving the company in 2008, after 19 years working with them. Afterwards, he worked in companies with renowned brands on product and technology sides at a senior executive level, notably including being the president of Salus Solutions of the Group in the year of 2009. Mr. Kent WONG is a Chartered Engineer and a member of the Institution of Engineering and Technology (IET). He earned a Master's degree in Engineering Management from City University of Hong Kong, a Master's degree in Engineering from the University of Warwick, a Master's degree in Business Administration from the University of Strathclyde and an Executive Master's degree in Business Administration from the Kellogg-HKUST. He also holds 3 invention patents in the United States Patent and Trademark Office. Mr. Kent WONG joined the Group in April 2020 and was appointed as the Executive Director in September 2020.

22 Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary (continued)

Non-executive Directors

KAM Chi Chiu, Anthony, aged 63

Mr. KAM Chi Chiu, Anthony is a non-executive director (the "Non-executive Director") and a member of the audit committee of the Company (the "Audit Committee"). Mr. KAM is a fellow of the Hong Kong Institute of Certified Public Accountants and a fellow of the Institute of Chartered Accountants in England and Wales. He holds a Master's degree in Mathematics from the University of Oxford in the United Kingdom. He is qualified as a chartered accountant in London and currently practices as a certified public accountant in Hong Kong. Mr. KAM was appointed as a Non-executive Director in September 2006.

WONG Chun Kong, aged 64

Mr. WONG Chun Kong ("Mr. CK WONG") is a Non-executive Director and a member of the Nomination Committee of the Company. He is a solicitor of the High Court of Hong Kong. Mr. CK WONG was educated in both Hong Kong and England. He has substantial experience in civil litigation and deals mainly in commercial, personal injuries, banking and administrative law litigation, corporate acquisition, cross-border joint ventures etc. Mr. CK WONG is now the senior consultant of Y.T.CHAN & CO. Solicitors. Mr. CK WONG was a Chief Adjudicator of the Registration of Persons Tribunal of HKSAR. He had served as a Deputy Adjudicator of the Small Claims Tribunal of Hong Kong Special Administrative Region (the "HKSAR") in 1998 and as an Adjudicator of the Registration of Persons Tribunal of HKSAR during the period from March 2005 to February 2011. Mr. CK WONG was also a panel member of the Municipal Services Appeals Board of HKSAR during period from January 2009 to December 2014. He was an in-house legal counsel in one of the leading life insurers in Hong Kong and Macao, dealing with legal and regulatory matters pertaining to long-term insurers. Mr. CK WONG was appointed as a Non-executive Director in February 2008.

Independent Non-executive Directors

HO Pak Chuen Patrick, aged 70

Mr. HO Pak Chuen Patrick is an independent non-executive director of the Company (the "Independent Non-executive Director"), chairperson of the Remuneration committee and a member of the Audit Committee and the Nomination Committee. Mr. HO is currently the chief operating officer of Fung Investment Management Limited, he also holds directorship in a number of private companies within the Fung Group, a Hong Kong-based multinational which comprises major subsidiaries in trading, logistics, distribution and retailing. Mr. HO is also an independent non-executive director, the chairman of the remuneration committee, and a member of the audit committee, the nomination committee and the health, safety and environment committee of Yip's Chemical Holdings Limited, a company listed on the Main Board of The Stock Exchange (Stock Code: 408). Mr. HO was a director of Global Brands Group Holding Limited from 10 August 2021 to 30 June 2022, a company delisted from the Stock Exchange on 25 July 2022. Mr. HO previously was with The Dow Chemical Company and retired in 2018 after 40 years of service. He was Global Business Director for Ethylene Oxide, Propylene Oxide and Derivatives in Chemicals and Metals in Dow headquarters in Midland, Michigan. Mr. HO returned to Hong Kong in 1998 as President for Dow Chemical, Asia Pacific region, Global Vice President for Epoxy and Specialty Chemicals and subsequent served as the Asia Pacific Vice President for manufacturing, public and government affairs. Mr. HO was the Chairman of Association of International Chemical Manufacturers (AICM) in Hong Kong/China from 2001 to 2003. Mr. HO holds a bachelor degree in Chemical Engineering from Queen's University at Kingston, Canada. Mr. HO was appointed as an Independent Non-executive Director in July 2020.

Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary (continued)

LEE Shang Yuee Christabel, aged 52

Ms. LEE Shang Yuee Christabel is an Independent Non-executive Director, and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee. Ms. LEE is an experienced business leader with a career focused in the finance industry in Hong Kong. She has over 25 years of experience in general management and corporate finance. Ms. LEE is currently the President of Toppan Nexus in Asia Pacific, where she joined in 2000. She participated and assisted the growth of Toppan Nexus and Toppan Merrill into a recognized industry leader and the expansion of Toppan Nexus from Hong Kong to Singapore, China, the USA, and Europe over the past two decades. Prior to joining Toppan Nexus, Ms. LEE worked in the corporate finance team of Schroders Asia Limited, where she worked on a variety of high-profile corporate restructuring, group reorganization, merger and acquisition and equity capital market transactions for blue-chip listed companies and multinational corporations in Hong Kong. Ms. LEE obtained a Bachelor of Science in Economics from the University College London in 1993. She attended The General Management Program at Harvard Business School in 2005. Ms. LEE was appointed as an Independent Non-executive Director in September 2023.

MAY Man Yee Mariana, aged 63

Ms. MAY Man Yee Mariana is an Independent Non-executive Director, a chairperson of the Audit Committee, and a member of the Nomination Committee and the Remuneration Committee. Ms. MAY is currently working in a boutique search firm specializing in the recruitment of information technology, financial and banking executives. Ms. MAY has over 20 years of experience as a senior banker with international corporate and investment banks covering conglomerates in the Greater China region. She was a director and Head of Conglomerates with Westpac in Hong Kong, a director of Global Corporates in Standard Chartered Bank, and worked in both the corporate finance and the debt capital markets divisions of Schroders Asia Limited. Ms. MAY is a qualified Canadian Chartered Professional Accountant and graduated from the University of British Columbia with a Bachelor of Commerce from the Sauder School of Business. She worked for KPMG in Vancouver and Hong Kong before pursuing her career in banking. Ms. MAY is also the Honorary Secretary of the Friends of Caritas in Hong Kong. Ms. MAY was appointed as an Independent Non-executive Director in December 2023.

24 Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary (continued)

Senior Management

AU King Lun Paulina, aged 55

Ms. AU King Lun Paulina ("Ms. AU") joined the Group in 2024 as Chief Financial Officer and the company secretary of the Company ("Company Secretary") on 3 July 2024. She has more than 25 years of experience in finance and accounting. Prior to joining the Group, she worked in companies covering a wide range of industries including companies listed in Hong Kong and the USA. In addition, she possesses professional accounting and auditing experience with PricewaterhouseCoopers Hong Kong. Ms. AU holds a Bachelor's Degree in Accountancy from The City University of Hong Kong and a Master's Degree in Applied Finance from Macquarie University, Australia. She is a member of the Hong Kong Institute of Certified Public Accountants.

CHOI Lap Hung, aged 62

Mr. CHOI Lap Hung ("Mr. CHOI") joined the Group in 2020 and is the President of Control Solutions of the Group. He is a veteran of the electronic manufacturing services ("EMS") industry, and brings with him over 30 years of experience in a variety of capacities including industrial product R&D, supply chain strategy, operations as well as business development. Mr. CHOI oversees the sales function and is responsible for customer relationships across Europe, the US and the Asia-Pacific region. Prior to joining the Group, Mr. CHOI was a vice president of Kaifa Technology Limited where he oversaw the corporate supply chain strategy and expanded the business in Asia, Europe and the Middle East. Before that, he was a general manager of VTech Communications Limited where he oversaw international business development. Mr. CHOI holds a Master of Science degree in Manufacturing Systems Engineering from the University of Warwick in the United Kingdom.

POON Jimmy Chi Man, aged 66

Mr. POON Jimmy Chi Man ("Mr. POON") joined the Group in 2019 as Chief Operating Officer. Mr. POON showed his earliest stints in the US with his leadership role on process and product development as well as programs and operations. On relocating back to Hong Kong, he became the vice president of operations for Kalex, a printed circuit board manufacturer. Subsequently, he spent 13 years with Multek/Flextronics in charge of operations for multiple factories in the Zhuhai area of Mainland China, as well as running the entire Quality program for Multek globally. He was the chairman of Flextronics's Six Sigma Council leading this business excellence initiative globally. Mr. POON had also assumed chief operating officer for TTM Technologies and senior vice president of global operations for Universal Electronics Inc. Prior to joining the Group, he was the vice president of Asia operations and global quality for Isola Group, a global leader of copper-clad laminates and dielectric prepregs. Mr. POON earned a Bachelor's degree in Chemical Engineering from Columbia University, US, a Master's degree in Mechanical Engineering from Polytechnic University of New York, US, and an MBA from Hofstra University, US.

Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary (continued)

Jeroen STEENBLIK, aged 51

Mr. Jeroen STEENBLIK ("Mr. STEENBLIK") joined the Group in 2021 and is the Chief Technology Officer of the Group and the Vice President of Computime Brands. He has over 20 years of extensive experience in the consumer electronics industry having worked in engineering, consumer marketing and business management. For over 18 years, he worked for Philips in the Netherlands, Singapore and Hong Kong, where he developed and successfully launched many highly innovative products to market amongst the first connected home entertainment and IoT products. In recent years, he was involved in helping to diversify the consumer electronics portfolio in TCL Electronics by setting up and successfully starting the new soundbar business group, which with its innovative product range ranked in many awards at IFA 2019 and CES 2020. Mr. STEENBLIK holds a Bachelor's degree in Electrical and Electronic Engineering from Fontys University in the Netherlands

FU Mei Yuk, aged 54

Ms. FU Mei Yuk ("Ms. FU") first joined the Group in 2006 and rejoined the Group in 2020 and is the Chief Marketing Officer of the Group. She has over 30 years of experience in sales and marketing, and business development in the EMS industry. She held various senior management positions previously, including working as the General Manager of Business Development for 10 years in the Group. Prior to rejoining the Group in 2020, Ms. FU was the vice president of business development in Wise Ally International Holdings Limited. She obtained a Bachelor's degree in Organisation Studies and Sociology from the University of Lancaster in the United Kingdom.

HO Pak Tong Jimmy, aged 62

Mr. HO Pak Tong Jimmy ("Mr. Jimmy HO") joined the Group in 2014, and is the Vice President of Global Human Resources. He has over 25 years of experience in Human Resources. Mr. Jimmy HO has held senior positions as regional and global head of human resources in sizable multinational and local companies including WL Gore & Associates, Novo Nordisk, ASML, Spotless Group and Lee Kum Kee. Mr. Jimmy HO graduated from The Hong Kong Polytechnic University and has a Master of Science degree in Human Resources Management from the College of Dublin, National University of Ireland.

WONG Kung Keung Roger, aged 61

Mr. WONG Kung Keung Roger ("Mr. WONG") joined the Group in 2020, and is the Vice President of Global Operations. He has over 25 years of experience in both manufacturing and supply chain. Prior to joining the Group, Mr. WONG was the general manager and legal representative of Belton Technology Group, where he led and managed their operations located in Wuxi, Zhuhai, Dongguan and Shenzhen. Mr. WONG was with Flextronics/Multek for 18 years where he served different leadership roles, as the senior director for supply chain management for 13 facilities worldwide, the general manager of operations for six factories located in Hong Kong and Zhuhai. Mr. WONG holds a Fellow of Management and Business Administration from the Professional Validation Council of Hong Kong Industries in 2016 and a holder of three Masters degrees – Master of Chinese Law from Renmin University of China in 2009, an Executive Master of Business Administration from the Chinese University of Hong Kong in 2006 and a Master of Engineering Business Management from the University of Warwick/The Hong Kong Polytechnic University in 1999. He has a Diploma in Purchasing and Supply and Post Experience in Industrial and Operations Management, both from The Hong Kong Polytechnic University. He also holds a diploma in Demand Flow Technology and Business Strategy from John Costanza Institute of Technology Incorporation.

Computime Group Limited — Annual Report 2024/2025

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary (continued)

AU Man Kit, aged 58

Mr. AU Man Kit ("Mr. AU") joined the Group in 2020 and is the Vice President of Control Solutions of the Group. He is a seasoned business leader with over 30 years of experience in the electronics manufacturing industry, specializing in wireless communication devices and consumer electronics. Mr. AU oversees business development and customer account management across United States, Europe, APAC and China. Before he joined the Group, he had been working in similar position on couple listed company in Hong Kong and Singapore. Mr. AU holds a Bachelor of Arts in the Hong Kong Baptist University and a Diploma of Marketing and International Business in The Chinese University of Hong Kong.

HA Wai Leung, aged 66

Dr. HA Wai Leung ("Dr. HA") joined the Group in 1998 and is the Executive Vice President of Research and Development ("R&D"). He is a Chartered Engineer and a member of The Institute of Measurement and Control and IET, as well as a senior member of The Institution of Electrical and Electronics Engineers, with over 30 years of working experience in engineering and research and development. Prior to joining the Group, he worked as senior management in R&D in various electronics companies in Hong Kong and Singapore. He obtained an Engineering Doctorate's degree in Engineering Management from City University of Hong Kong, a Master's degree in Electronic Systems Design from City University of Hong Kong, a Master's degree in Engineering from The University of Hong Kong, and an Associateship and Higher Diploma in Electrical Engineering from The Hong Kong Polytechnic University.

Company Secretary

AU King Lun Paulina, aged 55

Ms. AU was appointed as the Company Secretary on 3 July 2024. Details of the biography of Ms. AU are disclosed under "Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary" in this report.

Computime Group Limited — Annual Report 2024/2025

Report of the Directors

The Board is pleased to present this report together with the audited consolidated financial statements of the Group for the Year.

Principal Activities and Geographical Analysis of Operations

The principal activity of the Company is investment holding. The subsidiaries of the Company are principally engaged in the research and development, manufacture, sales, and brand management of electronic control products, focusing on smart and sustainable living. There was no significant change in the Group's principal activities during the Year.

An analysis of the Group's performance for the Year by business and geographical segments is set out in note 4 to the financial statements.

Results and Appropriations

The results of the Group for the Year and financial position of the Group as at that date are set out in the sections headed "Consolidated Statement of Profit or Loss" and "Consolidated Statement of Financial Position" respectively in this annual report.

The Board has resolved to recommend to the shareholders of the Company (the "Shareholders") at the forthcoming annual general meeting of the Company to be held on Thursday, 4 September 2025 (the "2025 AGM") a final dividend of HK$0.054 per share for the Year (the "Proposed Final Dividend") to be paid on Friday, 24 October 2025 to those Shareholders whose names appear on the register of members of the Company on Monday, 6 October 2025.

Closure of Register of Members

(a) Entitlement to attend and vote at the 2025 AGM

The 2025 AGM is scheduled to be held on Thursday, 4 September 2025. For determining the entitlement to attend and vote at the 2025 AGM, the register of members of the Company will be closed from Monday, 1 September 2025 to Thursday, 4 September 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the 2025 AGM, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Friday, 29 August 2025.

(b) Entitlement to the Proposed Final Dividend

The Proposed Final Dividend is subject to the approval of the Shareholders at the 2025 AGM. For determining the entitlement to the Proposed Final Dividend, the register of members of the Company will be closed from Thursday, 2 October 2025 to Monday, 6 October 2025, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for entitlement to the Proposed Final Dividend, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 30 September 2025.

28
Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Business Review

A review of the Group's business during the Year, which includes a discussion of the principal risks and uncertainties facing by the Group, particulars of important events affecting the Group, an analysis of the Group's performance using financial key performance indicators, an indication of likely future developments in the Group's business, can be found in the Chairman's Statement and Management Discussion and Analysis contained in this annual report. The aforesaid sections form part of this Report of the Directors.

Environmental and Social Performance

The Group emphasises the importance of business ethics, environmental protection and innovation as part of its corporate culture. We recognise that sustainable development of our business requires our continuous progress in terms of the economy, environment, social, and governance responsibility. To further enhance our commitment in adherence to the environmental and social responsibilities, we have set up an ESG management committee to support the Board in overseeing the implementation of our policies in this regard. We set quantitative environmental reduction targets using environmental key performance indicators on electricity consumption, greenhouse gas emissions, water consumption and general waste, to cover the period up to Year 2050. We also disclose the significant climate related issues which have impacted and may impact the Group's businesses. The ESG report for the Year which contains further details of the Company's environmental policies and performance is published on the Company's website, as well as the website of the Stock Exchange.

The Group has complied with the relevant laws and regulations that have a significant impact on the Group.

Relationship with Employees, Customers and Other Stakeholders

The Group understands the importance of maintaining a good relationship with its suppliers, customers and other stakeholders to meet its immediate and long-term goals. During the Year, there were no material and significant dispute between the Group and its suppliers, customers and/or other stakeholders.

Donations

Charitable and other donations made by the Group during the Year amounted to approximately HK$337,000.

Relief of Taxation

The Company is not aware of any relief from taxation available to the Shareholders by reason of their holding of the Company's shares.

Share Capital

Details of the share capital of the Company are set out in note 31 to the financial statements.

Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Dividend Policy

The Company has adopted a Dividend Policy on payment of dividends. The Company does not have any predetermined dividend payout ratio. Depending on the financial conditions of the Company and the Group, and the conditions and factors as set out in the Dividend Policy (including but not limited to the Group's financial results, cash flow situation, business conditions and strategies, future operations and earnings, capital requirements and expenditure plans), dividends may be proposed and/or declared by the Board during a financial year and any final dividend for a financial year will be subject to the Shareholders' approval.

Equity-Linked Agreements

For the Year, the Company has not entered into any equity-linked agreements, save for share options granted under the paragraph headed "Share Schemes" in this Report of the Directors and in note 32 to the financial statements.

Distributable Reserves

Distributable reserves of the Company as at 31 March 2025, calculated in accordance with statutory provisions applicable in the Cayman Islands, amounted to HK$833,588,000 (before deduction of the proposed final dividend of HK$45,497,000).

Bank Borrowings

Particulars of the bank borrowings of the Group as at 31 March 2025 are set out in note 29 to the financial statements.

Pension Scheme

The pension scheme contributions are set out in note 7 to the financial statements.

Pre-emptive Rights

There are no provisions for pre-emptive rights under the Company's articles of association (the "Articles of Association") or the laws of Cayman Islands which would oblige the Company to offer new shares on a pro-rata basis to its existing Shareholders.

Financial Summary

A summary of the results and of the assets and liabilities of the Group for the previous financial years is set out in the section headed "Financial Summary" in this annual report.

Purchase, Sale or Redemption of the Company's Listed Securities

Neither the Company nor any of its subsidiaries has purchased, sold or redeemed any of the Company's listed securities, nor were there any sales of treasury shares of the Company during the Year. As at 31 March 2025, the Company did not hold any treasury shares.

30
Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Property, Plant and Equipment

Details of the movements in the property, plant and equipment of the Group during the Year are set out in note 13 to the financial statements.

Directors

The directors of the Company ("Directors") during the Year and up to the date of this report are as follows:

Executive Directors:

Mr. AUYANG Pak Hong Bernard (Chairman and Chief Executive Officer)
Mr. WONG Wah Shun

Non-executive Directors:

Mr. KAM Chi Chiu, Anthony
Mr. WONG Chun Kong

Independent Non-executive Directors:

Mr. HO Pak Chuen Patrick
Ms. LEE Shang Yuee Christabel
Ms. MAY Man Yee Mariana
Mr. Roy KUAN (Note 1)

Notes:

(1) Retired as the Independent Non-executive Director with effect from 5 September 2024

Pursuant to Article 87 of the Articles of Association, Mr. AUYANG Pak Hong Bernard, Mr. WONG Wah Shun and Mr. HO Pak Chuen Patrick will retire from office by rotation at the 2025 AGM. Mr. AUYANG Pak Hong Bernard, Mr. WONG Wah Shun and Mr. HO Pak Chuen Patrick, being eligible, will offer themselves for re-election at the 2025 AGM.

Independence Confirmation

The Company has received annual confirmations of independence from Mr. HO Pak Chuen Patrick, Ms. LEE Shang Yuee Christabel and Ms. MAY Man Yee Mariana pursuant to Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules") (the "Stock Exchange"). The Company considers all the existing Independent Non-executive Directors remain independent as at the date of this report.

Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Directors' Service Contracts

None of the directors being proposed for re-election at the 2025 AGM has a service agreement with the Company, which is not determinable by the Company within one year without payment of compensation, other than statutory compensation.

Directors' and Controlling Shareholders' Interests in Transaction, Arrangement or Contract

Save as disclosed in note 35 to the financial statements, no transaction, arrangement or contract of significance in relation to the Group's businesses to which the Company, its subsidiaries, its fellow subsidiaries or its holding companies was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the Year or at any time during the Year.

Save as disclosed in note 35 to the financial statements in relation to the related party transactions of the Group during the year, no contract of significance, or contract of significance for the provision of services, between the Company or any of its subsidiaries and the controlling shareholder of the Company or any of their subsidiaries had been entered into during the Year or subsisted as at the end of the Year.

Biographical Details of Directors and Senior Management

Biographical details of directors and senior management are set out under the section headed "Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary" in this report. The Directors' biographies are also available on the Company's website.

Directors' and Senior Management's Emoluments

A summary of the Directors' and senior management's remuneration is set out in note 8 to the financial statements and in the section headed "Corporate Governance Report" in this report respectively.

Permitted Indemnity Provision

The Articles of Association provide that the directors shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices, provided that this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any director. The Company has taken out and maintained appropriate insurance to protect the Directors against potential costs and liabilities arising from claims brought against the Directors. Such permitted indemnity provision for the benefit of the Directors is currently in force and was in force during the Year.

32
Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Directors' and Chief Executives' Interests and Short Positions in Shares and Underlying Shares of the Company and its Associated Corporations

As at 31 March 2025, the interests of the directors of the Company in the shares and underlying shares of the Company as recorded in the register required to be kept under Section 352 of the Securities and Futures Ordinance ("SFO"); or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the "Model Code") set out in the Listing Rules were as follows:

Long position in the shares of the Company

Name of director	Capacity	Number of ordinary shares interested	*Approximate percentage of the Company’s issued share capital (Note 3)
Mr. AUYANG Pak Hong Bernard	Beneficial owner	9,468,500 (Note1)	1.12%
Mr. WONG Wah Shun	Beneficial owner	4,084,000 (Note 2)	0.48%

Notes:

Comprising 5,100,000 share awards of the Company (the "Awards") conditionally granted to Mr. AUYANG Pak Hong Bernard under the 2023 Share Award Plan adopted on 7 September 2023 as approved by the independent shareholders of the Company at the annual general meeting on 5 September 2024 pursuant to the rules of the 2023 Share Award Plan and the Listing Rules. The vesting of such Awards is subject to the vesting terms and conditions as disclosed in the announcement of the Company dated 26 April 2024. 1,700,000 Awards were vested to Mr. AUYANG Pak Hong on 26 April 2025.
Comprising 3,200,000 Awards conditionally granted to Mr. WONG Wah Shun under the 2023 Share Award Plan adopted on 7 September 2023 as approved by the independent shareholders of the Company at the annual general meeting dated 5 September 2024 pursuant to the rules of the 2023 Share Award Plan and the Listing Rules. The vesting of such Awards is subject to the vesting terms and conditions as disclosed in the announcement of the Company dated 26 April 2024. 1,100,000 share awards were vested to Mr. WONG Wah Shun on 26 April 2025.
The percentage represents the number of ordinary shares interested divided by the number of the issued shares of the Company as at 31 March 2025.

Save as disclosed above, as at 31 March 2025, none of the directors or chief executives of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.

Directors' Rights to Acquire Shares

Save as disclosed in note 32 to the financial statements about the Company's share option schemes and share award plan, at no time during the Year was the Company, or any of its subsidiaries a party to any arrangement to enable the Company's directors, their respective spouse, or children under 18 years of age to acquire benefits by means of the acquisition of shares in the Company or any other body corporate.

Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Substantial Shareholders' Interests and Other Person's Interests and Short Positions in Shares and Underlying Shares of the Company

As at 31 March 2025, the following persons (other than the directors and chief executives of the Company) had interests of 5% or more in the shares of the Company as recorded in the register required to be kept under Section 336 of the SFO:

Long position in the shares of the Company

Name of substantial shareholder	Capacity	Number of ordinary shares interested	Approximate percentage of the Company's issued share capital (Note 6)
Solar Power Group Limited ("SPGL")	Beneficial owner	352,500,000 (Note 1)	41.84%
Mr. AUYANG Ho	Interest of controlled corporation	352,500,000 (Note 1)	41.84%
	Beneficial owner	1,023,200	0.12%
Ms. TSE Shuk Ming	Interest of spouse	353,523,000 (Note 2)	41.96%
Mr. HEUNG Lap Chi, Eugene	Beneficial owner	151,608,000	17.99%
Ms. LEUNG Yee Li, Lana	Interest of spouse	151,608,000 (Note 3)	17.99%
YEOMAN 3-RIGHTS VALUE ASIA FUND VCC	Investment Manager	50,750,000	6.02%
YEOMAN CAPITAL MANAGEMENT PTE LTD	Investment Manager	50,800,000	6.03%
Ms. LIM Mee Hwa	Beneficial owner	9,750,000	1.16%
	Interest of controlled corporation	49,556,000 (Note 4)	5.88%
Mr. YEO Seng Chong	Interest of spouse	9,750,000 (Note 5)	1.16%
	Interest of controlled corporation	49,556,000 (Note 4)	5.88%

Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Notes:

The 352,500,000 shares were held by Solar Power Group Limited. Solar Power Group Limited was wholly-owned by Mr. AUYANG Ho, the CHAIRMAN EMERITUS of the Company.
Ms. TSE Shuk Ming was deemed to be interested in 353,523,000 shares of the Company through the interest of her spouse, Mr. AUYANG Ho.
Ms. LEUNG Yee Li, Lana was deemed to be interested in 151,608,000 shares of the Company through the interest of her spouse, Mr. HEUNG Lap Chi, Eugene.
The 49,556,000 shares were held by YEOMAN CLIENT 1, YEOMAN 3-RIGHTS VALUE ASIA FUND VCC and YEOMAN CAPITAL MANAGEMENT PTE LTD. YEOMAN 3-RIGHTS VALUE ASIA FUND VCC were jointly controlled by Ms. LIM Mee Hwa and Mr. YEO Seng Chong.
Mr. YEO Seng Chong was deemed to be interested in 9,750,000 shares of the Company through the interest of his spouse, Ms. LIM Mee Hwa.
The percentage represents the number of ordinary shares interested divided by the number of the issued shares of the Company as at 31 March 2025.

Save as disclosed above, as at 31 March 2025, no person, other than the directors of the Company whose interests are set out in the section headed "Directors and Chief Executives Interests and Short Positions in Shares and Underlying Shares of the Company and its Associated Corporations" above, had an interest or a short position in the shares or underlying shares of the Company as recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO.

Share Schemes

2023 Share Award Plan

A share award plan ("2023 Share Award Plan") has been adopted by the Company in the annual general meeting on 7 September 2023 (the "2023 AGM"). Details of the 2023 Share Award Plan are set out in the circular of the Company dated 25 July 2023 (the "Circular"). The purposes of the 2023 Share Award Plan are to recognise and reward the contributions of certain eligible participants to the growth and development of the Group, to give incentives in order to retain them for continual operation and development of the Group, and to attract suitable personnel for further development of the Group. The eligible participants include the employee participants and related entity participants.

The 2023 Share Award Plan shall be valid and effective for a term of 10 years from 7 September 2023 unless terminated earlier by the Board and is administered by the Board or its delegates and Tricor Trust (Hong Kong) Limited (the "Trustee"). The total number of shares to be awarded under the 2023 Share Award Plan shall not exceed 10% of the total number of issued shares of the Company (the "Shares"), being 84,254,000 shares, as at the adoption date of the 2023 Share Award Plan from time to time.

Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

The maximum number of Shares which may be awarded to a selected participant under the 2023 Share Award Plan shall not exceed 1% of the total number of issued Shares from time to time. As all awarded shares ("Awards") granted under the 2023 Share Award Plan will be satisfied by existing Shares, no new Shares may be issued in respect of all awards granted during the respective periods to eligible participants pursuant to the 2023 Share Award Plan and the 2023 Share Option Scheme (as defined below). The selected participants are not required to pay any amount for the acceptance of the Awards. The awarded shares were bought by the Trustee through the market under the terms of the 2023 Share Award Plan by utilising the funds of the Company.

On 26 April 2024 (the "First Grant Date"), the Board (including all the Independent Non-executive Directors) resolved to, among other things, granted 5,100,000 and 3,200,000 Awards under the 2023 Share Award Plan to Mr. AUYANG Pak Hong Bernard and Mr. WONG Wah Shun respectively. The conditional grant was approved by the independent shareholders at the annual general meeting on 5 September 2024 (the "2024 AGM"). Details of the conditional grant of Awards were set out in the announcement of the Company dated 26 April 2024. On 20 March 2025 (the "Second Grant Date"), the Company granted 9,300,000 share awards to 11 employee participants. Details of the grant of Awards were set out in the announcement of the Company dated 20 March 2025. Save as disclosed above, no other Awards were granted after the reporting period.

The closing price of the Shares, immediately before the First Grant Date was HK$0.37. The aggregate fair value of the Awards at the First Grant Date amounted to approximately HK$3,071,000. The fair value of equity-settled the Awards granted was estimated on the basis of the closing price of the Shares as stated in the Hong Kong Stock Exchange's daily quotations sheet on 26 April 2024. The closing price of the Shares, immediately before the Second Grant Date was HK$0.43. The aggregate fair value of the Awards at the Second Grant Date amounted to approximately HK$3,813,000. The fair value of equity-settled the Awards granted was estimated on the basis of the closing price of the Shares as stated in the Hong Kong Stock Exchange's daily quotations sheet on 20 March 2025.

During the Year, the Company has granted 17,600,000 Awards under the 2023 Share Award Plan, 1,600,000 Awards were vested, 1,200,000 Awards were lapsed, 20,800,000 Awards were unvested. The number of Awards available for grant under the 2023 Share Award Plan and other schemes of the Company under the scheme mandate limit at (i) the beginning of the Year was 78,254,000, and (ii) the end of the Year was 61,854,000, representing approximately 7.34% of the issued share capital of the Company.

The vesting of the Awards is subject to the fulfilment of certain performance targets and other requirements as set out in the grant notice entered into between the Company and each grantee. The performance targets shall include: financial targets such as net profit after tax for the year of the Group and management targets (such as stakeholder engagement, productivity, client satisfaction etc.) which shall be determined based on the (i) individual performance; (ii) performance of the Group and/or (iii) performance of business groups, business units, business lines, functional departments, projects and/or geographical area managed by the selected grantees. The basis of determining the purchase price of Awards is not applicable as there is no purchase price under the 2023 Share Award Plan. There is no service provider sublimit being defined under the 2023 Share Award plan.

36
Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Details of the movement of the Awards under the 2023 Share Award Plan during the Year were as follows:

Number of the Awards			Movement during the Year
Name of Director/Category of participant	Date of grant	Vesting period	Number of granted Shares	Unvested as at 1 April 2024	Granted during the Year	Vested during the Year	Lapsed/ cancelled during the Year	Unvested as at 31 March 2025	Purchase Price (in HK$)	Weighted average closing price of the Share immediately before the date of vesting during the Year (in HK$)
- Director
Mr. ALIYANG
Pak Hong Bernard	26 April 2024	26 April 2024 to 25 April 2025	1,700,000	-	1,700,000	-	-	1,700,000	N/A	N/A
	26 April 2024	26 April 2024 to 25 April 2026	1,700,000	-	1,700,000	-	-	1,700,000	N/A	N/A
	26 April 2024	26 April 2024 to 25 April 2027	1,700,000	-	1,700,000	-	-	1,700,000	N/A	N/A
Mr. WONG Wuh Shun	26 April 2024	26 April 2024 to 25 April 2025	1,100,000	-	1,100,000	-	-	1,100,000	N/A	N/A
	26 April 2024	26 April 2024 to 25 April 2026	1,100,000	-	1,100,000	-	-	1,100,000	N/A	N/A
	26 April 2024	26 April 2024 to 25 April 2027	1,000,000	-	1,000,000	-	-	1,000,000	N/A	N/A
Subtotal			8,300,000	-	8,300,000	-	-	8,300,000
Other grantees:
- Employee participants:	26 September 2023	26 September 2023 to 25 September 2024	2,000,000	2,000,000	-	1,600,000	400,000	-	N/A	0.42
	26 September 2023	26 September 2023 to 25 September 2025	2,000,000	2,000,000	-	-	400,000	1,600,000	N/A	N/A
	26 September 2023	26 September 2023 to 25 September 2026	2,000,000	2,000,000	-	-	400,000	1,600,000	N/A	N/A
	20 March 2025	20 March 2025 to 19 March 2027	4,650,000	-	4,650,000	-	-	4,650,000	N/A	N/A
	20 March 2025	20 March 2025 to 19 March 2028	4,650,000	-	4,650,000	-	-	4,650,000	N/A	N/A
- Related entity participants	-	-	-	-	-	-	-	-	-	-
Subtotal			15,300,000	6,000,000	9,300,000	1,600,000	1,200,000	12,500,000
Total			23,600,000	6,000,000	17,600,000	1,600,000	1,200,000	20,800,000

Computime Group Limited - Annual Report 2024/2025

Report of the Directors (continued)

2023 Share Option Scheme

The Company had a share option scheme which was adopted on 14 September 2016 ("2016 Share Option Scheme") following the expiry of the old share option scheme on 14 September 2016 ("2006 Share Option Scheme"). The 2016 Share Option Scheme was terminated in the 2023 AGM. A share option scheme of the Company was adopted in the 2023 AGM ("2023 Share Option Scheme") under which the Company can grant options to, inter alia, employees of the Group to subscribe for shares of the Company with a view to rewarding those who have contributed to the Group and encouraging employees to work towards enhancing the value of the Company and its shares for the benefit of the Company and Shareholders as a whole. Details of the 2023 Share Option Scheme are set out in the Circular.

During the Year, no share options were granted, exercised and cancelled under the 2023 Share Option Scheme. The number of share options available for grant under the 2023 Share Option Scheme and other schemes of the Company under the share scheme mandate limit at (i) the beginning of the Year was 78,254,000 and (ii) at the end of the Year was 61,854,000, representing approximately 7.34% of the share capital of the Company.

Management Contracts

No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the Year.

Major Customers and Suppliers

The percentages of sales for the Year attributable to the Group's major customers are as follows:

Sales

the largest customer: 24.5%
five largest customers combined: 62.9%

None of the Directors, their close associates or any Shareholder (which to the knowledge of the directors owns more than 5% of the number of issued shares of the Company) had an interest in the major customers noted above.

The aggregate percentage of purchases attributable to the Group's five largest suppliers for the Year was less than 30% of the Group's purchases.

38
Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Directors' Interest in Competing Business

As at 31 March 2025, to the best knowledge of the Directors, none of the Directors was considered to have any interests in businesses which compete or are likely to compete, either directly or indirectly, with the businesses of the Group, other than those businesses where the Directors were appointed as Directors to represent the interests of the Company and/or the Group.

Corporate Governance

Details of the Company's corporate governance practices are set out in the section headed "Corporate Governance Report" in this annual report.

Compliance with the Relevant Laws and Regulations

As far as the Board is aware, the Company has complied in material respects with the relevant laws and regulations that have a significant impact on the business and operation of the Company.

Audit Committee

The Audit Committee comprising three Independent Non-executive Directors, namely, Ms. MAY Man Yee Mariana (re-designated as chairperson of the Audit Committee with effect from 5 September 2024), Mr. HO Pak Chuen Patrick and Ms. LEE Shang Yuee Christabel and a Non-executive Director, namely, Mr. KAM Chi Chiu, Anthony, has reviewed the consolidated financial statements of the Group for the Year and discussed with the management and the auditor of the Company on the accounting principles and practices adopted by the Group and internal controls and financial reporting matters. Mr. Roy KUAN ceased to be an Independent Non-executive Director and the chairperson of the Audit Committee with effect from 5 September 2024.

Computime Group Limited — Annual Report 2024/2025

Report of the Directors (continued)

Discloseable Transaction

During the Year, the Group had no discloseable transaction has to be disclosed under the requirement of Chapter 14 of the Listing Rules.

Litigation

On 13 April 2021, the Company received a writ of summons (the "Writ") indorsed with a statement of claim (the "Statement of Claim") filed with the Registry of the High Court of the HKSAR issued by Altis Technology (Hong Kong) Limited, Altis Technology Limited, and Altis Global Limited as the plaintiffs (collectively the "Plaintiffs"). The defendants listed in the Writ are, among others, the Company and three direct or indirect wholly-owned subsidiaries of the Company (CT Nova Limited, Computime China Distribution (Hong Kong) Limited and Computime International Limited); Mr. AUYANG Pak Hong Bernard, the Chairman and Chief Executive Officer; and Solar Power Group Limited, a substantial shareholder of the Company. Details of the litigation were disclosed in the Company's announcement dated 13 April 2021.

Sufficiency of Public Float

Based on the information that is publicly available to the Company and within the knowledge of the Directors, as at the latest practicable date prior to the issue of this annual report, the Company has maintained a sufficient public float.

Auditor

Ernst & Young will retire and a resolution for their re-appointment as auditor of the Company will be proposed at the 2025 AGM.

Appreciation

On behalf of the Board, I would like to express my gratitude to our management and staff for their dedication and contribution to the Group throughout the Year.

By Order of the Board

AUYANG Pak Hong Bernard
Chairman and Chief Executive Officer

Hong Kong, 30 June 2025

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report

The Board is pleased to present this Corporate Governance Report in the Company's annual report for the Year.

Corporate Governance Principles and Practices of the Company

The Board believes that good corporate governance practices are important for enhancing corporate value and investors' confidence and interests. The Company has taken a proactive approach in strengthening corporate governance practices in accordance with the needs of the business of the Group, the cornerstone of which is to have an experienced and committed Board and an effective internal control and to enhance its transparency and accountability to Shareholders.

The Company has applied the principles set out in the Corporate Governance Code (the "CG Code") contained in Appendix C1 to the Listing Rules. The Board is of the view that the Company has complied with the code provisions (the "Code Provision") set out in the CG Code throughout the Year, except for the deviation from Code Provision C.2.1 of the CG Code as described below:

Code Provision C.2.1 of the CG Code provides that the roles of chairman and chief executive should be separate and should not be performed by the same individual. With effect from 13 April 2022, Mr. AUYANG Pak Hong Bernard, the chief executive officer of the Company, has also assumed the role of the Chairman. The Board believes that this can provide the Group with consistent leadership and allow more effective implementation of the overall strategy of the Group. The Board is of the view that this structure does not compromise the balance of power and authority, as major decisions are made in consultation with the Board, which currently comprises a high percentage of independent non-executive directors who can scrutinise important decisions and monitor the power of the chairman and chief executive. The current senior management team of the Group also possesses rich knowledge and experience in different professional fields to assist Mr. AUYANG Pak Hong Bernard in making decisions about the businesses and operations of the Group. The Board believes that the interests of the Group and the Shareholders as a whole have been safeguarded. The Board will regularly review the effectiveness of this structure to ensure that it is appropriate to the Group's circumstances.

The Board will continue to enhance the corporate governance practices and standards of the Company appropriate to the conduct and growth of its business and to review such practices and standards regularly to ensure that they comply with the statutory and professional standards and align with the latest developments. The key corporate governance principles and practices of the Company are summarised as follows:

Our Vision, Mission and Values

Computime envisions becoming a leading innovator and promoter of smart and sustainable living with a mission to universalize smart and sustainable living through technologies, products, and manufacturing solutions. Computime advocates for the five core values of "Uncompromising Integrity, Purposeful Collaboration, Solution-Driven Mindset, Adaptive Resilience, and Bold Foresight" to drive the Group's sustainable development.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

The Board of Directors

Responsibilities and Delegation

The overall management and control of the Company's business are vested in its Board. The Board is responsible for establishing policies, strategies and plans, providing leadership in the attainment of the objective of creating value to Shareholders, and, on behalf of the Shareholders, overseeing the Company's financial performance. All directors carry out their duties in good faith and in compliance with the standards of applicable laws and regulations, take decisions objectively and act in the interests of the Company and its Shareholders at all times.

The Board reserves for its decisions all major matters of the Company, including the approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those may involve conflict of interests), financial information, appointment of directors and other significant financial and operational matters.

The Company has maintained various measures and mechanisms to ensure that independent views and input are available to the Board. All Directors have full, timely and independent access to all relevant information as well as the advice and services of the senior management, with a view to ensuring that Board procedures and all applicable rules and regulations are followed. Each Director is normally able to seek independent professional advice in appropriate circumstances at the Company's expenses, upon reasonable request made to the Board.

The implementation and effectiveness of the relevant measures and mechanisms are reviewed by the Board on an annual basis.

The day-to-day management, administration and operation of the Company are led by the Executive Committee and the Chief Executive Officer of the Company. The Board has also delegated a schedule of responsibilities to the senior management of the Company, which includes the implementation of decisions of the Board, the co-ordination and direction of day-to-day operation and management of the Company in accordance with the management strategies and plans approved by the Board, formulating and monitoring the production and operating plans and budgets, and supervising and monitoring the control systems. The Board has the full support of the senior management to discharge its responsibilities.

The delegated functions and work tasks are periodically reviewed. Approval has to be obtained from the Board prior to any significant transactions entered into by the foregoing officers and senior management.

The senior management provides the directors with financial reports of the Group's performance, position and business information on a monthly basis. The monthly reports given by the senior management to the Directors enable the Board to discharge its duties under the Listing Rules. All Directors are kept informed of and duly briefed of major changes and information that may affect the Group's businesses on a timely basis.

Board Composition

As at 31 March 2025, the Board comprised seven members in total, with two Executive Directors, two Non-executive Directors and three Independent Non-executive Directors. During the Year, the Board has at all times met the requirements of the Listing Rules relating to the appointment of at least three independent non-executive directors (representing at least one-third of its Board) with at least one independent non-executive director possessing appropriate professional qualifications and accounting and related financial management expertise.

42
Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

The list of all Directors (by category) is set out under the section headed "Corporate Information" in this annual report and is also disclosed in all corporate communications issued by the Company pursuant to the Listing Rules from time to time. The Independent Non-executive Directors are expressly identified in all corporate communications of the Company. The Company also has maintained on its website an updated list of its directors identifying their roles and functions.

The relationships among the members of the Board are disclosed under the section headed "Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary" in this annual report. Save as disclosed in the relevant section, there is no relationship (including financial, business, family or other material/relevant relationship) among the Directors.

The composition of the Board reflects the necessary balance of skills and experience appropriate for the requirements of the business of the Group and for the exercise of independent judgement. Each Executive Director supervises specific areas of the Group's business in accordance with his expertise. The Non-executive Directors are of sufficient caliber and number for their views to carry weight and they bring a wide range of business and financial expertise, experience and independent judgement to the Board. Through active participation in Board meetings, by taking the lead in managing issues involving potential conflicts of interests and serving on Board committees, the Non-executive Directors have made various contributions to the effective direction of the Company.

The Company has received a written annual confirmation from each Independent Non-executive Director of his independence pursuant to the requirements under the Listing Rules. The Company considers all of its Independent Non-executive Directors independent in accordance with the independence guidelines set out in the Listing Rules.

The Company firmly believes that the increasing diversity at the board level is one of the essential elements in supporting the attainment of its strategic objectives and its sustainable development, therefore, the Company has formulated Board Diversity Policy. While determining the composition of the Board, the Company shall consider the diversity of the Board from various perspectives, including but not limited to gender, age, cultural and educational background, professional experiences, skills, knowledge and service tenure, and finally make decisions based on the value of candidates and contributions they can bring to the Board.

Chairman and Chief Executive Officer

There are two key aspects of the management of the Company – the management of the Board and the day-to-day management of the Group's business. The Company fully supports the idea that there should be a clear division of these responsibilities at the Board level to ensure a balance of power and authority, so that power is not concentrated in any one individual.

For the Year, Mr. AUYANG Pak Hong Bernard, who was the Chairman and the Chief Executive Officer, took up the responsibility of the management of the Board and was responsible for the day-to-day management of the Group's business. The respective responsibilities between the Chairman and the Chief Executive Officer had been clearly established and set out in writing.

Deviation from Code Provision C.2.1 of the CG Code is disclosed under the section of "Corporate Governance Principles and Practices of the Company" in the Corporate Governance Report.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Appointment and Re-Election of Directors

The procedures and process of appointment, re-election and removal of directors are laid down in the Articles of Association. The Company has established a Nomination Committee, which is responsible for reviewing the Board composition, developing and formulating the relevant procedures for nomination and appointment of directors, monitoring the appointment and succession planning of directors and assessing the independence of Independent Non-executive Directors. Additional information on such Nomination Committee is set out in the "Board Committees and Corporate Governance Functions" section below.

Each of the Executive Directors is engaged on a service contract with the Company for a term of three years. The Company has also issued respective letters of appointment to its Non-executive Directors and Independent Non-executive Directors specifying their terms of appointment. The current term of appointment of all the Non-executive Directors and Independent Non-executive Directors does not exceed three years.

In addition, in accordance with the Articles of Association, all the Directors are subject to retirement by rotation at least once every three years and any new Director appointed to fill a casual vacancy or as an addition to the Board shall submit himself/herself for re-election by Shareholders at the first general meeting after his/her appointment.

Induction and Continuing Development for Directors

Each newly appointed Director receives an induction on the first occasion of his/her appointment, so as to ensure that he/she has appropriate understanding of the business and operations of the Group and that he/she is fully aware of his/her responsibilities and obligations under the Listing Rules and relevant regulatory requirements. Such induction is normally supplemented with visits to the Group's key plant sites and/or meetings with the senior management of the Company.

Directors are continually updated with legal and regulatory developments, and the business and market changes to facilitate the discharge of their responsibilities.

Besides, continuing briefings and professional development for Directors will be arranged whenever necessary.

Under Code Provision C.1.4 of the CG Code, Directors should participate in appropriate continuous professional development to develop and refresh their knowledge and skills to ensure that their contribution to the Board remains informed and relevant.

44
Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

According to the records of training maintained by the Company, during the Year, all the Directors pursued continuous professional development, and relevant details are set out below:

Name of Director/retired Director	Type of Training (Notes)
Mr. AUYANG Pak Hong Bernard	A, B
Mr. WONG Wah Shun	A, B
Mr. KAM Chi Chiu, Anthony	A, B
Mr. WONG Chun Kong	A, B
Mr. HO Pak Chuen Patrick	A, B
Ms. LEE Shang Yuee Christabel	A, B
Ms. MAY Man Yee Mariana	A, B
Mr. Roy KUAN (Note 1)	A, B

Notes:

1: retired as an Independent Non-executive Director with effect from 5 September 2024
A: reading journals, updates, articles and/or materials, etc.
B: attending seminars, conference and/or forums

Board Practices and Conduct of Meetings

Schedules for regular Board meetings are normally agreed with the Directors in advance in order to facilitate them to attend. In addition to the above, a notice of at least 14 days is given of a regular Board meeting. For other Board meetings, reasonable notice is generally given.

Draft agenda of each Board meeting is usually sent to all Directors together with the notice in order to give them an opportunity to include any other matters in the agenda for discussion in the meeting.

Board papers together with appropriate, complete and reliable information are sent to all Directors at least 3 days before each Board meeting to keep the Directors apprised of the latest developments and financial position of the Group, when necessary, and to enable them to make informed decisions. The Board and each Director also have separate and independent access to the senior management whenever necessary.

The Chief Executive Officer and other relevant senior management normally attend regular Board meetings and, where necessary, other Board meetings to advise on business developments, financial and accounting matters, statutory compliance, corporate governance and other major aspects of the Group.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

The Company Secretary is responsible for keeping minutes of all Board meetings. Draft minutes are normally circulated to directors for comments within a reasonable time after each meeting and the final version is open for Directors' inspection.

According to current Board practice, any material transaction, which involves a conflict of interest for a substantial Shareholder or a Director, will be considered and dealt with by the Board at a duly convened Board meeting or by way of signing a written resolution of the Directors. The Articles of Association contain provisions requiring Directors to abstain from voting and not to be counted in the quorum at meetings for approving transactions in which such Directors or any of their close associates have a material interest.

Model Code for Securities Transactions

The Company has adopted its own code of conduct (the "Own Code") regarding dealings in the securities of the Company by the Directors, senior personnel and certain employees of the Group (who are likely to be in possession of inside information in relation to the Company or its securities) on terms no less exacting than the Model Code as set out in Appendix C3 to the Listing Rules. Each Director has been given a copy of the Own Code. The Company will notify Directors and relevant employees in advance in respect of the restricted period on dealings in the Company's securities, if the period is known to the Company.

Specific enquiries have been made of the Directors and all of them have confirmed that they have complied with the required standards set out in the Model Code and the Own Code throughout the period from 1 April 2024 to the date of this report.

In addition, no incident of non-compliance of the Own Code by the employees of the Group was noted for the period from 1 April 2024 to the date of this report.

Board Committees and Corporate Governance Functions

The Board has established four Board committees, namely, the Executive Committee, the Audit Committee, the Nomination Committee and the Remuneration Committee, for overseeing particular aspects of the Company's affairs. All Board committees have been established with defined written terms of reference, which are posted on the Company's website "www.computime.com" (the terms of reference of the Audit Committee, the Nomination Committee and the Remuneration Committee are also posted on the website of the Stock Exchange), and are available to Shareholders upon request. All the Board committees should report to the Board on their decisions or recommendations made.

The practices, procedures and arrangements in conducting meetings of Board committees follow in line with, so far as practicable, those of the Board meetings set out above.

All Board committees are provided with sufficient resources to discharge their duties and, upon reasonable request, are able to seek independent professional advice in appropriate circumstances, at the Company's expenses.

Executive Committee

For the Year, the Executive Committee comprises all the Executive Directors with the Chairman, Mr. AUYANG Pak Hong Bernard, acting as the chairperson of this committee. The Executive Committee operates as a general management committee under the direct authority of the Board to increase the efficiency of business decisions. It monitors the execution of the Company's strategic plans and operations of all business units of the Group, and discusses and makes decisions on matters relating to the management and day-to-day operations of the Group.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Audit Committee

For the Year, the Audit Committee comprises a total of four members, three of which are Independent Non-executive Directors, namely, Ms. MAY Man Yee Mariana, Mr. HO Pak Chuen Patrick and Ms. LEE Shang Yuee Christabel, and a Non-executive Director, Mr. KAM Chi Chiu, Anthony. Following the retirement of Mr. Roy KUAN as an Independent Non-executive Director with effect from the conclusion of the 2024 AGM, he also ceased to be the chairperson of the Audit Committee on the same date. Ms. MAY Man Yee Mariana was then re-designated from a member to the chairperson of the Audit Committee with effect from 5 September 2024. Ms. MAY Man Yee Mariana possesses the appropriate accounting and financial management expertise as required under Rule 3.10(2) of the Listing Rules, and is an Independent Non-executive Director. None of the members of the Audit Committee is a former partner of the Company's existing external auditor.

The principal duties of the Audit Committee are reviewing the financial information and reports of the Group and considering any significant or unusual items raised by the financial officers of the Group or external auditor before submission to the Board; reviewing the relationship with and the terms of appointment of the external auditor and making the relevant recommendation to the Board; and reviewing the Company's financial reporting system, internal control system and risk management system.

During the Year, the Audit Committee met four times with the presence of the Company's senior management and/or the external auditor, and performed the following major works:

Review of the financial statements, results announcements and reports for the year ended 31 March 2024 and for the six months ended 30 September 2024, the accounting principles and practices adopted by the Group and the relevant audit findings;
Review and discussion with the auditor on the adequacy and effectiveness of the Company's financial reporting system, internal control system and risk management system and associated procedures; and the review of the arrangements for employees of the Company to raise concerns about possible improprieties; and
Review the risk management process prepared by the senior management;
Review of the cybersecurity update of the Group; and
Consider the internal audit plan and report, and review the effectiveness of the internal audit function.

There are no material uncertainties relating to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. There is no disagreement between the Board and the Audit Committee regarding the selection, appointment, resignation or dismissal of external auditor.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Nomination Committee

For the Year, the Nomination Committee comprised a total of five members, being one Executive Director, namely Mr. AUYANG Pak Hong Bernard and three Independent Non-executive Directors, namely, Mr. HO Pak Chuen Patrick, Ms. LEE Shang Yuee Christabel, Ms. MAY Man Yee Mariana and one Non-executive Director, namely Mr. WONG Chun Kong. Accordingly, a majority of the members are Independent Non-executive Directors. The chairperson of the Nomination Committee was Mr. AUYANG Pak Hong Bernard, who was an Executive Director and the Chairman. Mr. Roy KUAN ceased to be a member of the Nomination Committee with effect from 5 September 2024.

The principal duties of the Nomination Committee are reviewing and giving recommendations on the composition of the Board, formulating relevant procedures for nominations and appointments of Directors, identifying qualified individuals to become members of the Board, monitoring the appointment and succession planning of Directors, and assessing the independence of the Independent Non-executive Directors.

The Company has adopted the Director Nomination Policy. Such policy, devising the criteria and process of selection and performance evaluation, provides guidance to the Board on nominations and appointments of Directors. The Board believes that the defined selection process is good for corporate governance in ensuring the Board's continuity and appropriate leadership at the Board level, and enhancing better Board effectiveness and diversity as well as compliance with the applicable rules and regulations.

The Nomination Committee and/or the Board may select candidates for directorship from various channels, including but not limited to internal promotion, re-designation, referral by other members of the management and external recruitment agents. In selecting and evaluating candidates for directorship, the Nomination Committee may make reference to certain criteria, such as the needs of the Company, the integrity, experience, skills and professional knowledge of the candidate, and the amount of time and effort that the candidate will devote to discharge his/her duties and responsibilities. Each candidate shall be ranked by order of preference based on the needs of the Company and his/her reference check. The Nomination Committee shall report its findings and make recommendations to the Board on the appointment of an appropriate candidate for directorship for decision. The Human Resources department will also assist, and an external recruitment agency may be engaged in carrying out the recruitment and selection process where necessary.

The Company also recognises and embraces the benefits of having a diverse Board and sees increasing diversity at the Board level as an essential element in maintaining the Company's competitive advantage. The Company believes that greater diversity of directors is good for corporate governance and is committed to attract and retain candidate(s) for the Board with a combination of competencies from the widest possible pool of available talents; and to assess regularly the diversity profile of the Board and, where applicable, senior management prepared for Board positions under the succession planning of the Company and the progress on achieving diversity objectives, if any. A Board Diversity Policy was adopted by the Company, pursuant to the Code Provision B.1.3 of the CG Code, the board should review the implementation and effectiveness of Company's policy on board diversity on an annual basis. The Nomination Committee has performed the above duties in terms of selection of candidates and review of the implementation and effectiveness of the Company's diversity policy during the Year. The Board and the Nomination Committee are responsible for reviewing and assessing the composition of the Board under diversified perspectives (including but not limited to gender, age, cultural and educational background, or professional experience) and for ensuring that changes to the composition of the Board be managed without undue disruption. The Nomination Committee shall report its findings and make recommendations to the Board, if any. Such policy and objectives, if any, will be reviewed from time to time to ensure their appropriateness in determining the optimal composition of the Board that are aligning with the Company's strategies and objectives.

48 Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

During the Year, the Nomination Committee met once and performed the following major works:

Review and discussion of the existing structure, size and composition of the Board to ensure that it has a balance of expertise, skills and experience appropriate to the requirements for the business of the Group;
Review and make recommendation of the renewal of the terms of appointment of the Non-executive Director;
Assessment of the independence of the Independent Non-executive Directors; and
Recommendation on the re-appointment of retiring Directors at the 2024 AGM.

Board Diversity Policy

With a view to achieving a sustainable and balanced development, the Company sees diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. In designing the Board's composition, Board diversity has considered a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge and length of service. All Board appointments will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board.

The Board has significantly improved on in its composition and appointed two female directors in 2023, which enhanced gender diversity and brought valuable knowledge, experiences, and perspectives to the Board. This commitment to diversity at the highest levels aligns with our goal of fostering inclusiveness and broadening governance and decision-making process. The Board will maintain at least the current level of female directors in the next few years and will continue to seek opportunities to increase the proportion of female directors over time as and when suitable candidates are identified. The Board is of the view that, by engaging human resources agencies and/or through open selection process to identify potential successors for the Board, this will enhance gender diversity in the coming years in order to comply with Rule 13.92 of the Listing Rules. The Board will continue to emphasize gender as a factor to be taken into consideration for achieving the Board diversity.

The Company is committed to promoting gender diversity not only within the Board but among the Group's workforce generally. As at 31 March 2025, the percentage of male employees to the female employees of the Group was 42% and 58% respectively. The Board is of the view that the Group has achieved gender diversity among employees. The Group's recruitment strategy is underpinned by the appointment of the right employees for the right positions, in order to achieve employee diversity for all employees (including the senior management) in terms of gender, age, cultural and educational background, expertise, skills and know-how.

Remuneration Committee

For the Year, the Remuneration Committee comprises a total of four members, being one Executive Director, namely, Mr. AUYANG Pak Hong Bernard and three Independent Non-executive Directors, namely, Mr. HO Pak Chuen Patrick, Ms. LEE Shang Yuee Christabel and Ms. MAY Man Yee Mariana. Accordingly, a majority of the members are Independent Non-executive Directors. The chairperson of the Remuneration Committee is Mr. HO Pak Chuen Patrick, who is an Independent Non-executive Director. Mr. Roy KUAN ceased to be a member of the Remuneration Committee with effect from 5 September 2024.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

The principal duties of the Remuneration Committee are to make recommendations to the Board on the Company's remuneration policy and structure for directors and senior management and the establishment of a formal and transparent procedure for developing such remuneration policy and structure to ensure that no director or any of his/her associates will participate in deciding his/her own remuneration; make recommendations on the remuneration packages of Executive Directors and senior management (i.e. the model described in the Code Provision E.1.2(c) of the CG Code is adopted); and review and approve performance-based remuneration by reference to corporate goals and objectives.

The Human Resources department is responsible for collection and administration of the human resources data and making recommendations to the Remuneration Committee for consideration. The Remuneration Committee consults with the Chairman and the Chief Executive Officer about these recommendations on remuneration policy and structure and remuneration packages.

During the Year, the Remuneration Committee has met once and performed the following works:

Review and make recommendation of the remuneration packages of Directors and senior management of the Group; and
Review and approve matters relating to share schemes under Chapter 17 of the Listing Rules, including the grants of awards to the Directors and employees to attract, remunerate, incentivize and reward the key talents, and encourage them to work towards enhancing the value of the Company and its Shares, including the following material matters in relation to its existing share schemes:
the grant of share awards under the 2023 Share Award Plan to 11 employee participants of the Group on 20 March 2025;
the conditional grant of share awards under the 2023 Share Award Plan to Mr. AUYANG Pak Hong Bernard and Mr. WONG Wah Shun on 26 April 2024 (the "Conditional Grant"), as approved by the independent shareholders at the 2024 AGM;

in relation to the above grants of share awards to Directors that would, in a 12-month period up to and including the date of such grant, represent over 0.1% of the Shares in issue, the Conditional Grant was approved by the independent shareholders at the 2024 AGM, where Mr. AUYANG Pak Hong Bernard and Mr. WONG Wah Shun, their associates and all core connected persons of the Company abstained from voting in favour on the relevant resolution(s) at the 2024 AGM pursuant to the Listing Rules. The Remuneration Committee was of the view that such arrangement aligned with the purpose of the 2023 Share Award Plan, and that the grantees' interests aligned with those of the Company and its shareholders as it incentivizes and encourages the grantees to work towards enhancing the value of the Company and its Shares.

50
Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Details of the grants of share awards to Directors and senior management of the Company were disclosed in the Company's announcements dated 26 April 2024 and 20 March 2025.

Pursuant to Code Provision E.1.5 of the CG Code, the remuneration of the members of senior management by band for the Year is set out below:

	Number of Senior Management
Nil to HK$2,000,000	2
HK$2,000,001 to HK$2,500,000	2
HK$2,500,001 to HK$3,000,000	4
HK$3,000,001 to HK$3,500,000	0
HK$3,500,001 to HK$4,000,000	1
	9

Details of the remuneration of each Director for the Year are set out in note 8 to the financial statements.

Corporate Governance Functions

The Board is responsible for performing the functions set out in Code Provision A.2.1 of the CG Code.

For the Year, the Board has reviewed the Company's corporate governance policies and practices, training and continuous professional development of directors and senior management, the Company's policies and practices on compliance with legal and regulatory requirements, the compliance of the Model Code and the Company's compliance with the CG Code and disclosure in this Corporate Governance Report.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Attendance Records of Directors and Committee Members

For the Year, the Board held four Board meetings. The attendance records of each Director at the Board and Board Committee meetings (except the Executive Committee) and the annual general meeting of the Company held during the Year are set out in the table below:

Name of Director	Attendance/Number of Meetings
	Board	Audit Committee	Nomination Committee	Remuneration Committee	Annual General Meeting
Mr. AUYANG Pak Hong Bernard	4/4	–	1/1	1/1	1/1
Mr. WONG Wah Shun	4/4	–	–	–	1/1
Mr. KAM Chi Chiu, Anthony	4/4	4/4	–	–	1/1
Mr. WONG Chun Kong	4/4	–	–	1/1	1/1
Mr. HO Pak Chuen Patrick	4/4	4/4	1/1	1/1	1/1
Ms. LEE Shang Yuee Christabel	4/4	4/4	1/1	1/1	1/1
Ms. MAY Man Yee Mariana	4/4	4/4	1/1	1/1	1/1
Mr. Roy KUAN (Note1)	1/1	1/1	0/0	0/0	1/1

Note:
(1) Retired as an Independent Non-executive Director and ceased to be the chairperson of the Audit Committee and the member of the Nomination Committee and the Remuneration Committee with effect from 5 September 2024.

Directors' Responsibilities for Financial Reporting in respect of the Financial Statements

The Directors have acknowledged their responsibilities for preparing the financial statements of the Company for the Year.

The Board is responsible for presenting a balanced, clear and understandable assessment of annual and interim reports, inside information announcements and other disclosures required under the Listing Rules and other regulatory requirements. The management has provided such explanation and information to the Board as necessary to enable the Board to make an informed assessment of the financial information and position of the Group put forward to the Board for approval.

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Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Risk Management and Internal Controls

The Board has delegated the responsibilities to oversee the Group's Risk Management and Internal Control Systems to the Audit Committee of the Group. These Systems include responsibilities to oversee the Group's Enterprise Risk Management ("ERM") Framework, to advise the Board on the Group's risk-related matters, to approve the Group's risk policies, and to assess the effectiveness of the Group's risk controls and mitigation tools.

The Board acknowledges that such systems are designed to manage rather than to eliminate the risk of failure to achieve business objectives, and can only provide reasonable, but not absolute, assurance against material misstatement or loss.

Risk Management Process

Risk context establishment

The ERM Framework and the Risk Management Committee were set up in April 2016. The Group's risk appetite defining the extent of risks that the Group is willing to undertake was set up for the Group as to ensure risks and opportunities are identified and assessed in a consistent manner.

Risk identification

Management's input on opportunities and risk exposures across the business lines is solicited through facilitated workshops and a series of Internal Control Questionnaires. A comprehensive list of threats and opportunities based on those events that might enhance, prevent, degrade, accelerate or delay the achievement of objectives is generated.

Risk assessment and prioritisation

Identified opportunities and risks are further evaluated by management using a scale to evaluate their likelihood of occurrence and impact to the Group's business activities, finances, operations and regulatory compliance. The risks are then prioritised based on the evaluation results.

Risk treatment

Identified risk owners assess the effectiveness of existing controls and provide treatment plans when required. Individual risks that fall outside the Group's risk tolerance are treated, monitored and reviewed in accordance with a priority order.

Risk review

The Risk Officers and the respective process owners in the Risk Management Committee review and update their risk registers, facilitate and monitor the implementation of effective risk management practices, report adequate risk-related information throughout the Group to the Board and Audit Committee. The Risk Management Committee is responsible for identifying and assessing opportunities and risks in a macroscopic and strategic view, including emerging risks.

Risk reporting

Management reports key corporate and business level risks and action plans to the Audit Committee on a regular basis. Significant changes in key risks on a day-to-day basis are mitigated and reported to management as they arise.

Risk monitoring activities

The Board and Audit Committee oversee the process, assisted by the Internal Audit department. Management updates its updated reports to the Audit Committee on movements of top risks and appropriate mitigating measures.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

Risk Governance

The Group's risk governance structure is based on a "Three Lines of Defence" model, with oversight and directions from the Audit Committee, as below:

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

The Three Lines of Defence model distinguishes among three groups (or lines) involved in effective risk management:

First Line of Defence, functions that own and manage risks:

At the first line of defence, operational managers own and manage risks. The operational managers are also responsible for implementing corrective actions to address process and controls deficiencies. Operational management is responsible for maintaining effective internal controls and for executing risk and controls procedures on a day-to-day basis. Operational management identifies, assesses, controls, and mitigates risks, guiding the development and implementation of internal policies and procedures and ensuring that activities are consistent with goals and objectives. Through a cascading responsibility structure, mid-level managers design and implement detailed procedures that serve as controls and supervise execution of those procedures by their employees.

Operational management naturally serves as the first line of defence because controls are designed into systems and processes under their guidance of operational management. There should be adequate managerial and supervisory controls in place to ensure compliance and to highlight controls breakdown, inadequate processes, and unexpected events.

Second Line of Defence, functions that oversee risks:

Management establishes various risk management and compliance functions to help building and/or monitoring the first line of defence controls. The Risk Management Committee facilitates and monitors the implementation of effective risk management practices by operational management and assists different risk owners in defining the target risk exposure and reporting adequate risk-related information throughout the Group. The Risk Management Committee classifies all identified risks into four major categories, and delegates to the corresponding management to oversee and manage the associated identified risks. The four major categories comprise financial, compliance, operational and business-related risk matters. Each corresponding management is required to ensure that the first line of defence is properly designed, in place, and operating as intended.

Third Line of Defence, functions that provide independent assurance:

Internal audit function provides the Audit Committee and senior management with assurance based on the highest level of independence and objectivity within the Group. This high level of independence is not available in the second line of defence. Internal audit provides assurance on the effectiveness of governance, risk management, and internal controls.

Disclosure of Inside Information Procedures

The Group has incorporated procedures for reporting and disseminating inside information. These procedures ensure the timely disclosure of information on the Group and the fulfilment of the Group's continuous disclosure obligations.

Review on the Effectiveness of Risk Management and Internal Controls

The Group's ERM Framework is reviewed annually. During the Year, the Group conducted an annual Group-wide review based on the Group's ERM Framework to assess the risks relevant to both existing and new businesses of the Group.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

For the Year, the Board considered the risk management and internal control systems effective and adequate. No significant areas of concern that may affect the financial, operational, compliance, business controls, and risk management functions of the Group have been identified.

During the review, the Board also considered the resources, qualification and experience of staff of the Group's internal controls, accounting and financial reporting function, and their training and budget were adequate.

Forward-looking in Risk Management and Internal Controls

In the context of a fast-changing global and local environment, the monitoring of "emerging risks" will be a focus. In general, maintaining an effective risk management system on a day-to-day basis by our operating units is a continuous journey. The Group shall continue this path, with further integration of internal controls and risk management into its business processes.

External Auditor and Auditor's Remuneration

The statement of the external auditor of the Company about their reporting responsibilities on the Company's financial statements for the Year is set out in the section headed "Independent Auditor's Report" in this annual report.

A summary of audit and non-audit services provided by the external auditor for the Year and their corresponding remuneration is as follows:

| Nature of services | Amount
HK$'000 |
| --- | --- |
| Audit services | 2,919 |
| Non-audit services | |
| (i) Services rendered in connection with the Company's interim report | 228 |
| (ii) Services rendered in connection with the Company's announcement of final results | 24 |

Company Secretary

Ms. AU King Lun Paulina, the Chief Financial Officer of the Group, has been appointed by the Company as Company Secretary on 3 July 2024. Profile of Ms. AU can be referred to the section of Profile of Directors, Senior Management and Company Secretary. All Directors have access to the advice and services of Ms. AU.

For the Year, Ms. AU has taken no less than 15 hours of relevant professional trainings and has duly complied with the training requirement under Rule 3.29 of the Listing Rules.

Dividend Policy

Details of the Dividend Policy are set out in the section headed "Report of Directors" in this annual report.

56
Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

CONSTITUTIONAL DOCUMENTS

There was no change in the constitutional documents of the Company during the Year. The memorandum and the articles of association are available on the website of the Company (www.computime.com) and the website of HKEXnews (www.hkexnews.hk).

Communications with Shareholders and Investors

The Board believes that a transparent and timely disclosure of the Group's information will enable Shareholders and investors to make the best investment decision and to have better understanding on the Group's business performance and strategies. It is also vital for developing and maintaining continuing investor relations with the Company's potential and existing investors.

The Company maintains a website at "www.computime.com" as a communication platform with Shareholders and investors, where information and updates on the Group's business developments and operations, financial information, corporate governance practices and other information are available for public access. Shareholders and investors may write directly to the Company's principal place of business in Hong Kong or via email to "[email protected]" for any inquiries. Inquiries are dealt with in an informative and timely manner.

The Board also considers that general meetings of the Company provide a useful forum for Shareholders to exchange views with the Board. The Chairman of the Board as well as the chairpersons and/or other members of the Audit Committee, the Nomination Committee and the Remuneration Committee normally attend the annual general meetings and other shareholders' meetings of the Company to answer questions raised.

The Company continues to enhance communications and relationships with its investors. Designated senior management maintains regular dialogue with institutional investors and analysts to keep them abreast of the Group's developments.

The Board reviews the shareholder and investor relations policy on an annual basis, and makes any changes it considers necessary to ensure its effectiveness and that the legal interests of Shareholders and investors are substantially protected. The Board is satisfied with the implementation and effectiveness of the shareholders' communication policies.

Shareholders' Rights

One of the measures is to safeguard shareholders' interests and rights, separate resolutions are proposed at shareholders' meetings on each substantial issue, including the election of individual directors, for shareholders' consideration and voting. The Shareholders may convene an extraordinary general meeting or put forward proposals at Shareholders' meetings as follows:

(1) Shareholder(s) holding not less than one-tenth of the paid-up capital of the Company carrying the right of voting at general meetings may request the Company to convene an extraordinary general meeting by sending a written requisition to the Board or the Company Secretary. The objectives of the meeting must be stated in the written requisition.

Computime Group Limited — Annual Report 2024/2025

Corporate Governance Report (continued)

(2) If a Shareholder wishes to propose a person other than a retiring director for election as a director of the Company at a general meeting, the Shareholder (other than the person to be proposed) duly qualified to attend and vote at the general meeting shall send a written notice, duly signed by the Shareholder, of his/her intention to propose such person for election and also a notice signed by the person to be proposed of his/her willingness to be elected. These notices should be lodged at the Company's principal place of business in Hong Kong, or the office of the Company's branch share registrar. The period for lodgement of such notices shall commence on the day after the despatch of the notice of such general meeting and end 7 days prior to the date of such general meeting.

Shareholders may send written enquiries to the Company for putting forward any enquiries or proposals to the Board of the Company. Contact details are as follows:

Address: 6/F, Building 20E, Phase 3, Hong Kong Science Park, 20 Science Park East Avenue, Shatin, New Territories, Hong Kong

Email: "[email protected]"

For the avoidance of doubt, Shareholder(s) must provide their full name, contact details and identification, in the originally signed written requisition, notice or statement, or enquiry (as the case may be), in order to give effect thereto. Shareholders' information may be disclosed as required by law.

All resolutions proposed at Shareholders' meetings will be voted by poll pursuant to the Listing Rules and the poll voting results will be posted on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.computime.com) immediately after the relevant general meetings.

Computime Group Limited — Annual Report 2024/2025

Independent Auditor's Report

EY 安永

Ernst & Young
27/F, One Taikoo Place
979 King's Road
Quarry Bay, Hong Kong

安永會計師事務所
香港鰂魚涌英皇道979號
太古坊一座27樓

Tel 電話: +852 2846 9888
Fax 傳真: +852 2868 4432
ey.com

To the shareholders of Computime Group Limited
(Incorporated in the Cayman Islands with limited liability)

Opinion

We have audited the consolidated financial statements of Computime Group Limited (the "Company") and its subsidiaries (the "Group") set out on pages 64 to 159, which comprise the consolidated statement of financial position as at 31 March 2025, and the consolidated statement of profit or loss, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 March 2025, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with HKFRS Accounting Standards as issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance.

Basis for opinion

We conducted our audit in accordance with Hong Kong Standards on Auditing ("HKSAs") as issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the HKICPA's Code of Ethics for Professional Accountants (the "Code"), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated financial statements.

Computime Group Limited — Annual Report 2024/2025

Independent Auditor's Report (continued)

Key audit matters (continued)

Key audit matter	How our audit addressed the key audit matter
Trade receivables
As at 31 March 2025, the Group had a gross trade receivables balance of HK$773,822,000 and impairment allowance of HK$2,941,000.	Our audit procedures included: (i) selecting samples for the circularisation of debtor confirmations, (ii) testing and evaluating the trade receivables' ageing report to identify any long overdue debts and their historical pattern of settlement, (iii) reviewing the status of disputes and legal proceedings with customers, (iv) assessing the subsequent settlement of trade receivables, and (v) checking the credit insurance agreements on a sampling basis. In addition, we examined the information used by management to estimate the loss allowances for trade receivables, including testing the historical default data and forward-looking information by checking to the published macroeconomic factors, and examining the actual losses recorded during the current financial year.
Significant management judgement and estimates were involved in evaluating the impairment allowances for trade receivables, based on the lifetime expected credit losses to be incurred, by taking into account the ageing of the trade receivable balances, a review of the customers' accounts, experience of collection trends, the history and status of disputes or legal proceedings with customers, current business conditions as well as the extent of coverage by credit insurance. Both current and future general economic conditions are also taken into consideration by management in the estimation.
The accounting policies and disclosures for the impairment allowances for trade receivables are included in notes 2.4, 3 and 22 to the consolidated financial statements.
Provision for inventories
As at 31 March 2025, the Group had a gross inventory balance of HK$821,384,000 and an inventory provision of HK$65,340,000. In determining the provision, management applied significant judgement and estimates, which included assumptions that are affected by current and future market conditions, and which took into account factors such as the historical usage, age, and forecast purchases and sales of inventories.	Our audit procedures included: (i) assessing the lower of cost and net realisable value, by reviewing the gross profit margin analysis of products and discussing with management regarding the pricing policy, margin and provision basis, (ii) performing an obsolescence review by evaluating the subsequent usage of raw materials, work in progress and sales of finished goods to customers, and (iii) attending the physical inventory counts.
The accounting policies and disclosures for provision for inventories are included in notes 2.4, 3 and 21 to the consolidated financial statements.

60
Computime Group Limited — Annual Report 2024/2025

Independent Auditor's Report (continued)

Other information included in the Annual Report

The directors of the Company are responsible for the other information. The other information comprises the information included in the Annual Report, other than the consolidated financial statements and our auditor's report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the directors for the consolidated financial statements

The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRS Accounting Standards as issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the directors of the Company are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors of the Company either intend to liquidate the Group or to cease operations or have no realistic alternative but to do so.

The directors of the Company are assisted by the Audit Committee in discharging their responsibilities for overseeing the Group's financial reporting process.

Computime Group Limited — Annual Report 2024/2025

Independent Auditor's Report (continued)

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Our report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

62
Computime Group Limited — Annual Report 2024/2025

Independent Auditor's Report (continued)

Auditor’s responsibilities for the audit of the consolidated financial statements (continued)

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is Wong Ka Wing (practising certificate number: P07059).

Ernst & Young
Certified Public Accountants

Hong Kong

30 June 2025

Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Profit or Loss

Year ended 31 March 2025

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| REVENUE | 5 | 3,996,600 | 4,037,818 |
| Cost of sales | | (3,343,337) | (3,406,739) |
| Gross profit | | 653,263 | 631,079 |
| Other income | 5 | 8,825 | 14,499 |
| Selling and distribution expenses | | (110,525) | (106,631) |
| Administrative expenses | | (400,303) | (377,892) |
| Other operating income, net | | 17,608 | 10,134 |
| Finance costs | 6 | (58,533) | (65,677) |
| Share of profits/(losses) of associates | | 201 | (414) |
| Share of profit of a joint venture | | 2,345 | 2,482 |
| PROFIT BEFORE TAX | 7 | 112,881 | 107,580 |
| Income tax expense | 10 | (22,576) | (23,668) |
| PROFIT FOR THE YEAR | | 90,305 | 83,912 |
| ATTRIBUTABLE TO: | | | |
| Owners of the Company | | 92,602 | 84,772 |
| Non-controlling interests | | (2,297) | (860) |
| | | 90,305 | 83,912 |
| EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF
THE COMPANY | 12 | | |
| Basic | | 11.12 HK cents | 10.10 HK cents |
| Diluted | | 11.03 HK cents | 10.08 HK cents |

64 Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Comprehensive Income

Year ended 31 March 2025

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| PROFIT FOR THE YEAR | 90,305 | 83,912 |
| OTHER COMPREHENSIVE EXPENSE | | |
| Other comprehensive expense that may be reclassified to
profit or loss in subsequent periods:
Exchange differences on translation of foreign operations | (31,733) | (1,659) |
| OTHER COMPREHENSIVE EXPENSE FOR THE YEAR, NET OF TAX | (31,733) | (1,659) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | 58,572 | 82,253 |
| Attributable to: | | |
| Owners of the Company | 60,907 | 83,129 |
| Non-controlling interests | (2,335) | (876) |
| | 58,572 | 82,253 |

Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Financial Position

31 March 2025

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| NON-CURRENT ASSETS | | | |
| Property, plant and equipment | 13 | 318,056 | 342,066 |
| Right-of-use assets | 14(a) | 74,164 | 111,942 |
| Goodwill | 15 | 111,089 | 111,549 |
| Club debenture | | 705 | 705 |
| Intangible assets | 16 | 322,847 | 302,615 |
| Interests in associates | 17 | 201 | – |
| Interest in a joint venture | 18 | 21,359 | 13,513 |
| Financial asset at fair value through other comprehensive income | 19 | – | – |
| Financial assets at fair value through profit or loss | 20 | 12,437 | 12,065 |
| Prepayments and deposits | | 34,327 | 36,626 |
| Deferred tax assets | 30 | 30,948 | 22,338 |
| Total non-current assets | | 926,133 | 953,419 |
| CURRENT ASSETS | | | |
| Inventories | 21 | 756,044 | 823,976 |
| Trade receivables | 22 | 770,881 | 509,376 |
| Amount due from a joint venture | | 3,005 | 6,970 |
| Prepayments, deposits and other receivables | 23 | 138,333 | 100,246 |
| Derivative financial instruments | 28 | 203 | 242 |
| Cash and bank balances | 24 | 214,188 | 226,699 |
| Total current assets | | 1,882,654 | 1,667,509 |
| CURRENT LIABILITIES | | | |
| Trade and bills payables | 25 | 950,807 | 745,346 |
| Other payables and accrued liabilities | 26 | 185,430 | 166,732 |
| Contract liabilities | 27 | 31,099 | 40,216 |
| Interest-bearing bank borrowings | 29 | 118,249 | 136,445 |
| Lease liabilities | 14(b) | 39,308 | 44,665 |
| Tax payable | | 11,465 | 2,713 |
| Total current liabilities | | 1,336,358 | 1,136,117 |
| NET CURRENT ASSETS | | 546,296 | 531,392 |
| TOTAL ASSETS LESS CURRENT LIABILITIES | | 1,472,429 | 1,484,811 |

66
Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Financial Position (continued)
31 March 2025

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| NON-CURRENT LIABILITIES | | | |
| Lease liabilities | 14(b) | 22,959 | 52,977 |
| Deferred tax liabilities | 30 | 46,838 | 47,397 |
| Total non-current liabilities | | 69,797 | 100,374 |
| Net assets | | 1,402,632 | 1,384,437 |
| EQUITY | | | |
| Equity attributable to owners of the Company | | | |
| Issued capital | 31 | 84,254 | 84,254 |
| Reserves | 33 | 1,317,014 | 1,296,484 |
| | | 1,401,268 | 1,380,738 |
| Non-controlling interests | | 1,364 | 3,699 |
| Total equity | | 1,402,632 | 1,384,437 |

AUYANG Pak Hong Bernard
Director

WONG Wah Shun
Director

Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Changes in Equity

Year ended 31 March 2025

	Notes	Attributable to owners of the Company								Non-controlling interests	Total equity
		Issued capitalHK$'000(note 31)	Share premium accountHK$'000	Contributed surplusHK$'000(note 33)	Share option reserveHK$'000(note 32)	Shares held under share award schemeHK$'000(note 32)	Exchange fluctuation reserveHK$'000	Retained profitsHK$'000	TotalHK$'000
At 1 April 2023		84,254	396,142	1,879	-	-	(18,034)	853,999	1,318,240	4,575	1,322,815
Profit for the year		-	-	-	-	-	-	84,772	84,772	(860)	83,912
Other comprehensive expense for the year:Exchange differences on translationof foreign operations		-	-	-	-	-	(1,643)	-	(1,643)	(16)	(1,659)
Total comprehensive income(expense)for the year		-	-	-	-	-	(1,643)	84,772	83,129	(876)	82,253
Shares granted under share award scheme	32	-	-	-	-	634	-	-	634	-	634
Shares purchased under share award scheme	32	-	-	-	-	(3,572)	-	-	(3,572)	-	(3,572)
Final 2023 dividend paid	11	-	-	-	-	-	-	(17,693)	(17,693)	-	(17,693)
At 31 March 2024 and 1 April 2024		84,254	396,142	1,879	-	(2,938)	(19,677)	921,078	1,380,738	3,699	1,384,437
Profit for the year		-	-	-	-	-	-	92,602	92,602	(2,297)	90,305
Other comprehensive expense for the year:Exchange differences on translationof foreign operations		-	-	-	-	-	(31,695)	-	(31,695)	(38)	(31,733)
Total comprehensive income(expense)for the year		-	-	-	-	-	(31,695)	92,602	60,907	(2,335)	58,572
Shares granted under share award scheme	32	-	-	-	-	2,651	-	-	2,651	-	2,651
Shares purchased under share award scheme	32	-	-	-	-	(1,332)	-	-	(1,332)	-	(1,332)
Shares vested under share award scheme	32	-	-	-	-	552	-	(552)	-	-	-
Final 2024 dividend paid	11	-	-	-	-	431	-	(42,127)	(41,696)	-	(41,696)
At 31 March 2025		84,254	396,142	1,879	-	(636)	(51,372)	971,001	1,401,268	1,364	1,402,632

These reserve accounts comprise the consolidated reserves of HK$1,317,014,000 (2024: HK$1,296,484,000) in the consolidated statement of financial position as at 31 March 2025.

68 Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Cash Flows

Year ended 31 March 2025

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | |
| Profit before tax | | 112,881 | 107,580 |
| Adjustments for: | | | |
| Bank interest income | 5 | (2,021) | (2,060) |
| Interest on bank loans | 6 | 54,252 | 61,428 |
| Interest on lease liabilities | 6 | 4,281 | 4,249 |
| Depreciation of property, plant and equipment | 7 | 67,770 | 70,263 |
| Depreciation of right-of-use assets | 7 | 47,425 | 49,752 |
| Amortisation of intangible assets | 7 | 45,997 | 49,719 |
| Write-down of inventories to net realisable value | 7 | 24,911 | 11,716 |
| Loss on disposal of items of property, plant and equipment, net | 7 | 180 | 706 |
| Impairment of trade receivables, net | 7 | 73 | 3,249 |
| Share-based payment expense | 7 | 2,651 | 634 |
| Gains from derivative instruments – transactions
not qualifying as hedges, net | 7 | (546) | (1,105) |
| Fair value losses/(gains) from financial assets at fair value
through profit or loss | 7 | 1,581 | (7,045) |
| Share of (profits)/losses of associates | | (201) | 414 |
| Share of profit of a joint venture | | (2,345) | (2,482) |
| | | 356,889 | 347,018 |
| Decrease in inventories | | 43,021 | 133,778 |
| (Increase)/decrease in trade receivables | | (261,578) | 42,611 |
| (Increase)/decrease in prepayments, deposits and other receivables | | (35,788) | 50,344 |
| Increase/(decrease) in trade and bills payables | | 205,461 | (267,040) |
| Increase/(decrease) in other payables and accrued liabilities | | 18,698 | (8,645) |
| Decrease/(increase) in amount due from a joint venture | | 3,965 | (6,970) |
| (Decrease)/increase in contract liabilities | | (9,117) | 4,054 |
| Movements in derivative financial instruments | | 585 | 742 |
| (Placement)/withdrawal of restricted bank deposits | | (2,493) | 38,162 |
| Effect of foreign exchange rate changes, net | | (17,626) | 9,572 |
| Cash generated from operations | | 302,017 | 343,626 |
| Hong Kong profits tax (paid)/refunded | | (13,593) | 44 |
| Overseas tax paid | | (10,350) | (6,727) |
| Net cash flows from operating activities | | 278,074 | 336,943 |

Computime Group Limited — Annual Report 2024/2025

Consolidated Statement of Cash Flows (continued)

Year ended 31 March 2025

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| Net cash flows from operating activities (continued) | | 278,074 | 336,943 |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| Interest received | | 2,021 | 2,060 |
| Investment in a joint venture | | (5,418) | (10,923) |
| Purchase of financial assets at fair value through profit or loss | | (1,945) | (2,206) |
| Proceeds from disposal of financial asset at fair value
through profit or loss | | – | 7,750 |
| Purchases of items of property, plant and equipment | 13 | (57,251) | (66,134) |
| Proceeds from disposal of items of property,
plant and equipment | | 1,945 | 6,998 |
| Additions of intangible assets | 16 | (67,429) | (91,555) |
| Additions of right-of-use assets | 14(a) | – | (2,631) |
| Effect of foreign exchange rate changes, net | | – | 1,396 |
| Net cash flows used in investing activities | | (128,077) | (155,245) |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| Purchase of shares held under share award scheme | | (1,332) | (3,572) |
| Principal portion of lease payments | | (45,163) | (48,649) |
| New bank loans | | 778,324 | 296,457 |
| Repayment of interest-bearing bank borrowings | | (795,124) | (383,520) |
| Interest paid | | (58,533) | (65,677) |
| Dividend paid | | (41,696) | (17,693) |
| Effect of foreign exchange rate changes, net | | – | (4,942) |
| Net cash flows used in financing activities | | (163,524) | (227,596) |
| NET DECREASE IN CASH AND BANK BALANCES | | (13,527) | (45,898) |
| Cash and bank balances at beginning of year | | 210,824 | 253,733 |
| Effect of foreign exchange rate changes, net | | (1,477) | 2,989 |
| CASH AND BANK BALANCES AT END OF YEAR | | 195,820 | 210,824 |
| ANALYSIS OF BALANCES OF CASH AND BANK BALANCES | | | |
| Cash and bank balances | 24 | 195,820 | 210,824 |

70
Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements
31 March 2025

1. CORPORATE AND GROUP INFORMATION

Computime Group Limited (the "Company") was incorporated as an exempted company with limited liability in the Cayman Islands on 23 June 2006 under the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.

The registered address of the Company is Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands and the principal place of business is located at 6/F, Building 20E, Phase 3, Hong Kong Science Park, 20 Science Park East Avenue, Shatin, New Territories, Hong Kong.

During the year, the Company and its subsidiaries (collectively the "Group") are principally engaged in the research and development, manufacture, sales, and brand management of electronic control products, focusing on smart and sustainable living.

Information about subsidiaries

Particulars of the Company's principal subsidiaries are as follows:

Name	Place of incorporation/ registration and business	Issued ordinary shares/ registered capital	Percentage of equity attributable to the Company	Principal activities
Computime International Limited ("CIL")	British Virgin Islands/ Hong Kong	US$400	100	Investment holding
Asia Electronics HK Technologies Limited	Hong Kong	HK$23,250,100	100	Trading of electronic control products
世雅電子科技 (東莞) 有限公司	People's Republic of China ("PRC")/ Mainland China	US$3,300,000	100	Manufacture and trading of electronic control products
Asia Electronics Technologies (Dongguan) Co. Ltd.ᵃ
Braeburn Systems LLC ("Braeburn")	United States of America	1,232.88 units	90	Distribution and trading of electronic control products
Computime (Malaysia) Sdn. Bhd.	Malaysia	MYR2,500,000	100	Manufacture and trading of electronic control products
Computime (Singapore) Pte. Ltd.	Singapore	SGD1	100	Investment holding

ᵃ This Company is a principal subsidiaries of the Company.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

1. CORPORATE AND GROUP INFORMATION (continued)

Information about subsidiaries (continued)

Particulars of the Company's principal subsidiaries are as follows: (continued)

Name	Place of incorporation/ registration and business	Issued ordinary shares/ registered capital	Percentage of equity attributable to the Company	Principal activities
金寶通智能製造 (深圳)有限公司
Computime Control Devices Manufacturing (Shenzhen) Co. Ltd.ª	PRC/Mainland China	RMB20,920,200	100	Manufacture and trading of electronic control products
金寶通電子 (深圳)有限公司
Computime Electronics (Shenzhen) Co. Ltd.ª	PRC/Mainland China	US$14,000,000	100	Manufacture and trading of electronic control products, and provision of research and development support services
Computime Limited	Hong Kong	HK$2,000,000	100	Investment holding, research and development, manufacture and trading of electronic control products
Computime Mexicana
Soluciones de Control, SA de CV	Mexico	MXN10,000	100	Manufacture and trading of electronic control products
Computime North America, Inc.	United States of America	US$1,000	100	Distribution and trading of electronic control products, and provision of research and development support services
Computime Technologies Italy S.r.l.	Italy	EUR10,000	100	Provision of technical and marketing services

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

1. CORPORATE AND GROUP INFORMATION (continued)

Information about subsidiaries (continued)

Particulars of the Company's principal subsidiaries are as follows: (continued)

Name	Place of incorporation/registration and business	Issued ordinary shares/registered capital	Percentage of equity attributable to the Company	Principal activities
Computime Technologies S.R.L.	Romania	RON100,000	100	Manufacture and trading of electronic control products
Computime (Vietnam) Company Limited	Vietnam	US$250,000	100	Manufacture of electronic control products
ComtecNova Pte. Ltd.	Singapore	SGD100,000	100	Trading of electronic control products
Salus Controls European Distribution sp. z.o.o.	Poland	PLN5,000	100	Distribution and trading of electronic control products
Salus Controls GmbH	Germany	EUR4,275,000	100	Distribution and trading of electronic control products
Salus Controls Plc	United Kingdom	GBP3,000,000	100	Distribution and trading of electronic control products
Salus Controls Romania s.r.l.	Romania	RON200	100	Distribution and trading of electronic control products
Salus Nordic A/S	Denmark	DKK9,000,000	100	Distribution and trading of electronic control products

Registered as wholly-owned foreign enterprises under PRC law

Except for CIL, all the above subsidiaries are indirectly held by the Company.

The above table lists the subsidiaries of the Company which, in the opinion of the directors, principally affected the results for the year or formed a substantial portion of the net assets of the Group. To give details of other subsidiaries would, in the opinion of the directors, result in particulars of excessive length.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2. ACCOUNTING POLICIES

2.1 BASIS OF PREPARATION

These financial statements have been prepared in accordance with HKFRS Accounting Standards (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards ("HKASs") and Interpretations) as issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared under the historical cost convention, except for a financial asset at fair value through other comprehensive income, financial assets at fair value through profit or loss and derivative financial instruments which have been measured at fair value. These financial statements are presented in Hong Kong dollars and all values are rounded to the nearest thousand except when otherwise indicated.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries (collectively referred to as the "Group") for the year ended 31 March 2025. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities of the investee).

Generally, there is a presumption that a majority of voting rights results in control. When the Company has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

(a) the contractual arrangement with the other vote holders of the investee;

(b) rights arising from other contractual arrangements; and

The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.

Profit or loss and each component of other comprehensive income are attributed to the owners of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

74 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.1 BASIS OF PREPARATION (continued)

Basis of consolidation (continued)

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control described above. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment retained and any resulting surplus or deficit in profit or loss. The Group's share of components previously recognised in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis as would be required if the Group had directly disposed of the related assets or liabilities.

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES

The Group has adopted the following revised HKFRS Accounting Standards for the first time for the current year's financial statements.

Amendments to HKFRS 16	Lease Liability in a Sale and Leaseback
Amendments to HKAS 1	Classification of Liabilities as Current or Non-current
(the "2020 Amendments")
Amendments to HKAS 1	Non-current Liabilities with Covenants (the "2022 Amendments")
Amendments to HKAS 7 and HKFRS 7	Supplier Finance Arrangements

The nature and the impact of the revised HKFRS Accounting Standards are described below:

(a) Amendments to HKFRS 16 specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. 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 the financial position or performance of the Group.

(b) The 2020 Amendments clarify the requirements for classifying liabilities as current or non-current, including what is meant by a right to defer settlement and that a right to defer must exist at the end of the reporting period. Classification of a liability is unaffected by the likelihood that the entity will exercise its right to defer settlement. The amendments also clarify that a liability can be settled in its own equity instruments, and that only if a conversion option in a convertible liability is itself accounted for as an equity instrument would the terms of a liability not impact its classification. The 2022 Amendments further clarify that, among covenants of a liability arising from a loan arrangement, only those with which an entity must comply on or before the reporting date affect the classification of that liability as current or non-current. Additional disclosures are required for non-current liabilities that are subject to the entity complying with future covenants within 12 months after the reporting period.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES (continued)

The nature and the impact of the revised HKFRS Accounting Standards are described below: (continued)

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 liabilities as current or non-current remained unchanged upon initial application of the amendments. Accordingly, the amendments did not have any impact on the financial position or performance of the Group.

(c) Amendments to HKAS 7 and HKFRS 7 clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk. As the Group does not have supplier finance arrangements, the amendments did not have any impact on the Group's financial statements.

2.3 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS

The Group has not applied the following new and revised HKFRS Accounting Standards, that have been issued but are not yet effective, in these financial statements. The Group intends to apply these new and revised HKFRS Accounting Standards, if applicable, when they become effective.

HKFRS 18	Presentation and Disclosure in Financial Statements^{5}
HKFRS 19	Subsidiaries without Public Accountability: Disclosures^{3}
Amendments to HKFRS 9 and HKFRS 7	Amendments to the Classification and Measurement of Financial Instruments^{I}
Amendments to HKFRS 9 and HKFRS 7	Contracts Referencing Nature-dependent Electricity^{2}
Amendments to HKFRS 10 and HKAS 28	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture^{8}
Amendments to HKAS 21	Lack of Exchangeability^{1}
Annual Improvements to HKFRS Accounting Standards – Volume 11	Amendments to HKFRS 1, HKFRS 7, HKFRS 9, HKFRS 10 and HKAS 7^{2}

Effective for annual periods beginning on or after 1 January 2025
Effective for annual periods beginning on or after 1 January 2026
Effective for annual/reporting periods beginning on or after 1 January 2027
No mandatory effective date yet determined but available for adoption

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.3 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS (continued)

Further information about those HKFRS Accounting Standards that are expected to be applicable to the Group is described below.

HKFRS 18 replaces HKAS 1 Presentation of Financial Statements. While a number of sections have been brought forward from HKAS 1 with limited changes, HKFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and discontinued operations and to present two new defined subtotals. It also requires disclosures about management-defined performance measures in a single note and introduces enhanced requirements on the grouping (aggregation and disaggregation) and the location of information in both the primary financial statements and the notes. Some requirements previously included in HKAS 1 are moved to HKAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which is renamed as HKAS 8 Basis of Preparation of Financial Statements. As a consequence of the issuance of HKFRS 18, limited, but widely applicable, amendments are made to HKAS 7 Statement of Cash Flows, HKAS 33 Earnings per Share and HKAS 34 Interim Financial Reporting. In addition, there are minor consequential amendments to other HKFRS Accounting Standards. HKFRS 18 and the consequential amendments to other HKFRS Accounting Standards are effective for annual periods beginning on or after 1 January 2027 with earlier application permitted. Retrospective application is required. The Group is currently analysing the new requirements and assessing the impact of HKFRS 18 on the presentation and disclosure of the Group's financial statements.

HKFRS 19 allows eligible entities to elect to apply reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other HKFRS Accounting Standards. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in HKFRS 10 Consolidated Financial Statements, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements available for public use which comply with HKFRS Accounting Standards. Earlier application is permitted. As the Company is a listed company, it is not eligible to elect to apply HKFRS 19. Some of the Company's subsidiaries are considering the application of HKFRS 19 in their specified financial statements.

Amendments to HKFRS 9 and HKFRS 7 Amendments to the Classification and Measurement of Financial Instruments clarify the date on which a financial asset or financial liability is derecognised and introduce an accounting policy option to derecognise a financial liability that is settled through an electronic payment system before the settlement date if specified criteria are met. The amendments clarify how to assess the contractual cash flow characteristics of financial assets with environmental, social and governance and other similar contingent features. Moreover, the amendments clarify the requirements for classifying financial assets with non-recourse features and contractually linked instruments. The amendments also include additional disclosures for investment in equity instruments designated at fair value through other comprehensive income and financial instruments with contingent features. The amendments shall be applied retrospectively with an adjustment to opening retained profits (or other component of equity) at the initial application date. Prior periods are not required to be restated and can only be restated without the use of hindsight. Earlier application of either all the amendments at the same time or only the amendments related to the classification of financial assets is permitted. The amendments are not expected to have any significant impact on the Group's financial statements.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.3 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS (continued)

Amendments to HKFRS 9 and HKFRS 7 Contracts Referencing Nature-dependent Electricity clarify the application of the "own-use" requirements for in-scope contracts and amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts. The amendments also include additional disclosures that enable users of financial statements to understand the effects these contracts have on an entity's financial performance and future cash flows. The amendments relating to the own-use exception shall be applied retrospectively. Prior periods are not required to be restated and can only be restated without the use of hindsight. The amendments relating to the hedge accounting shall be applied prospectively to new hedging relationships designated on or after the date of initial application. Earlier application is permitted. The amendments to HKFRS 9 and HKFRS 7 shall be applied at the same time. The amendments are not expected to have any significant impact on the Group's financial statements.

Amendments to HKFRS 10 and HKAS 28 address 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 contribution 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 investor's profit or loss only to the extent of the unrelated investor's interest in that associate or joint venture. The amendments 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.

Amendments to HKAS 21 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 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 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 amendments are not expected to have any significant impact on the Group's financial statements.

78 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.3 ISSUED BUT NOT YET EFFECTIVE HKFRS ACCOUNTING STANDARDS (continued)

Annual Improvements to HKFRS Accounting Standards – Volume 11 set out amendments to HKFRS 1, HKFRS 7 (and the accompanying Guidance on implementing HKFRS 7), HKFRS 9, HKFRS 10 and HKAS 7. Details of the amendments that are expected to be applicable to the Group are as follows:

HKFRS 7 Financial Instruments: Disclosures: The amendments have updated certain wording in paragraph B38 of HKFRS 7 and paragraphs IG1, IG14 and IG20B of the Guidance on implementing HKFRS 7 for the purpose of simplification or achieving consistency with other paragraphs in the standard and/or with the concepts and terminology used in other standards. In addition, the amendments clarify that the Guidance on implementing HKFRS 7 does not necessarily illustrate all the requirements in the referenced paragraphs of HKFRS 7 nor does it create additional requirements. Earlier application is permitted. The amendments are not expected to have any significant impact on the Group's financial statements.
HKFRS 9 Financial Instruments: The amendments clarify that when a lessee has determined that a lease liability has been extinguished in accordance with HKFRS 9, the lessee is required to apply paragraph 3.3.3 of HKFRS 9 and recognise any resulting gain or loss in profit or loss. In addition, the amendments have updated certain wording in paragraph 5.1.3 of HKFRS 9 and Appendix A of HKFRS 9 to remove potential confusion. Earlier application is permitted. The amendments are not expected to have any significant impact on the Group's financial statements.
HKFRS 10 Consolidated Financial Statements: The amendments clarify that the relationship described in paragraph B74 of HKFRS 10 is just one example of various relationships that might exist between the investor and other parties acting as de facto agents of the investor, which removes the inconsistency with the requirement in paragraph B73 of HKFRS 10. Earlier application is permitted. The amendments are not expected to have any significant impact on the Group's financial statements.
HKAS 7 Statement of Cash Flows: The amendments replace the term "cost method" with "at cost" in paragraph 37 of HKAS 7 following the prior deletion of the definition of "cost method". Earlier application is permitted. The amendments are not expected to have any impact on the Group's financial statements.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES

Investments in associates and joint ventures

An associate is an entity in which the Group has a long term interest of generally not less than 20% of the equity voting rights and over which it has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The Group’s investments in associates and joint ventures are stated in the consolidated statement of financial position at the Group’s share of net assets under the equity method of accounting, less any impairment losses.

Adjustments are made to bring into line any dissimilar accounting policies that may exist.

The Group’s share of the post-acquisition results and other comprehensive income of associates and joint ventures is included in the consolidated profit or loss and consolidated other comprehensive income, respectively. In addition, when there has been a change recognised directly in the equity of the associate or joint venture, the Group recognises its share of any changes, when applicable, in the consolidated statement of changes in equity. Unrealised gains and losses resulting from transactions between the Group and its associates or joint ventures are eliminated to the extent of the Group’s interests in the associates or joint ventures, except where unrealised losses provide evidence of an impairment of the assets transferred. Goodwill arising from the acquisition of associates or joint ventures is included as part of the Group’s interests in associates or joint ventures.

If an investment in an associate becomes an investment in a joint venture or vice versa, the retained interest is not remeasured. Instead, the investment continues to be accounted for under the equity method. In all other cases, upon loss of significant influence over the associate or joint control over the joint venture, the Group measures and recognises any retained investment at its fair value. Any difference between the carrying amount of the associate or joint venture upon loss of significant influence or joint control and the fair value of the retained investment and proceeds from disposal is recognised in profit or loss.

Business combinations and goodwill

Business combinations are accounted for using the acquisition method. The consideration transferred is measured at the acquisition date fair value which is the sum of the acquisition date fair values of assets transferred by the Group, liabilities assumed by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. All other components of non-controlling interests are measured at fair value. Acquisition-related costs are expensed as incurred.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Business combinations and goodwill (continued)

The Group determines that it has acquired a business when the acquired set of activities and assets includes an input and a substantive process that together significantly contribute to the ability to create outputs.

When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts of the acquiree.

If the business combination is achieved in stages, the previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or other comprehensive income, as appropriate.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability is measured at fair value with changes in fair value recognised in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred, the amount recognised for non-controlling interests and any fair value of the Group's previously held equity interests in the acquiree over the identifiable assets acquired and liabilities assumed. If the sum of this consideration and other items is lower than the fair value of the net assets acquired, the difference is, after reassessment, recognised in profit or loss as a gain on bargain purchase.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The Group performs its annual impairment test of goodwill as at 31 March. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units, or groups of cash-generating units, that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.

Impairment is determined by assessing the recoverable amount of the cash-generating unit (group of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cash-generating unit (group of cash-generating units) is less than the carrying amount, an impairment loss is recognised. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Where goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on the disposal. Goodwill disposed of in these circumstances is measured based on the relative value of the operation disposed of and the portion of the cash-generating unit retained.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Impairment of non-financial assets

Where an indication of impairment exists, or when annual impairment testing for an asset is required (other than inventories, deferred tax assets, and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets, in which case the recoverable amount is determined for the cash-generating unit to which the asset belongs.

In testing a cash-generating unit for impairment, a portion of the carrying amount of a corporate asset (e.g., a headquarters building) is allocated to an individual cash-generating unit if it can be allocated on a reasonable and consistent basis or, otherwise, to the smallest group of cash-generating units.

An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is charged to the statement of profit or loss in the period in which it arises in those expense categories consistent with the function of the impaired asset.

An assessment is made at the end of each reporting period as to whether there is an indication that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation) had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited to the statement of profit or loss in the period in which it arises.

Related parties

A party is considered to be related to the Group if:

(a) the party is a person or a close member of that person’s family and that person

(i) has control or joint control over the Group;

(ii) has significant influence over the Group; or

(iii) is a member of the key management personnel of the Group or of a parent of the Group;

82 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Related parties (continued)

(b) the party is an entity where any of the following conditions applies:

(i) the entity and the Group are members of the same group;

(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow subsidiary of the other entity);

(iii) the entity and the Group are joint ventures of the same third party;

(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;

(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group;

(vi) the entity is controlled or jointly controlled by a person identified in (a);

(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity); and

(viii) the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group.

Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use.

Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs and maintenance, is normally charged to the statement of profit or loss in the period in which it is incurred. In situations where the recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them accordingly.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Property, plant and equipment and depreciation (continued)

Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and equipment to its residual value over its estimated useful life. The principal annual rates or estimated useful lives used for this purpose are as follows:

Buildings	40 years
Leasehold improvements	Over the shorter of the lease term and 10% – 20%
Furniture, fixtures and equipment	10% – 33.3%
Tools and machinery	10% – 33.3%
Motor vehicles	10% – 33.3%
Moulds and tooling	20%

Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives and the depreciation method are reviewed, and adjusted if appropriate, at least at each financial year end.

An item of property, plant and equipment including any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal or retirement recognised in the statement of profit or loss in the year the asset is derecognised is the difference between the net sales proceeds and the carrying amount of the relevant asset.

Intangible assets (other than goodwill)

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at each financial year end.

Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indefinite life is reviewed annually to determine whether the indefinite life assessment continues to be supportable. If not, the change in the useful life assessment from indefinite to finite is accounted for on a prospective basis.

84 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Intangible assets (other than goodwill) (continued)

Deferred expenditure

Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the project and the ability to measure reliably the expenditure during the development. Deferred expenditure which does not meet these criteria is expensed when incurred.

Deferred expenditure is stated at cost less any impairment losses and is amortised using the straight-line basis over the commercial lives of the underlying products of three or five years, commencing from the date when the products are put into commercial production.

Brand name, patent, customer relationships and software

Separately acquired brand name, patent, customer relationships and software are stated at historical cost. Brand name, patent and customer relationships acquired in a business combination are recognised at fair value at the acquisition date. The following intangible assets are amortised from the date they are available for use and their estimated useful lives are as follows:

Brand name	Indefinite
Patent	10 years
Customer relationships	8 years
Software	5 to 10 years

Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Leases (continued)

Group as a lessee (continued)

(a) Right-of-use assets

Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and any impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease terms and the estimated useful lives of the assets as follows:

Leasehold land	34 to 51 years
Properties	1 to 10 years
Computer software	5 years

If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

(b) Lease liabilities

Lease liabilities are recognised at the commencement date of the lease at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in lease payments (e.g., a change to future lease payments resulting from a change in an index or rate) or a change in assessment of an option to purchase the underlying asset.

86 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Leases (continued)

Group as a lessee (continued)

The Group applies the short-term lease recognition exemption to its short-term leases of properties (that is those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). Lease payments on short-term leases are recognised as an expense on a straight-line basis over the lease term.

Fair value measurement

The Group measures its derivative financial instruments, financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income at fair value at the end of each reporting period. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability, or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Investments and other financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income, and fair value through profit or loss.

The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient of not adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair value, plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under HKFRS 15 in accordance with the policies set out for “Revenue recognition” below.

In order for a financial asset to be classified and measured at amortised cost or fair value through other comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”) on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows, while financial assets classified and measured at fair value through other comprehensive income are held within a business model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not held within the aforementioned business models are classified and measured at fair value through profit or loss.

Purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits to purchase or sell the asset.

88 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Investments and other financial assets (continued)

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at amortised cost (debt instruments)

Financial assets at amortised cost are subsequently measured using the effective interest method and are subject to impairment. Gains and losses are recognised in the statement of profit or loss when the asset is derecognised, modified or impaired.

Financial assets at fair value through other comprehensive income (debt instruments)

For debt investments at fair value through other comprehensive income, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in other comprehensive income. Upon derecognition, the cumulative fair value change recognised in other comprehensive income is recycled to the statement of profit or loss.

Financial assets designated at fair value through other comprehensive income (equity investments)

Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity investments designated at fair value through other comprehensive income when they meet the definition of equity under HKAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to the statement of profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in other comprehensive income. Equity investments designated at fair value through other comprehensive income are not subject to impairment assessment.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Investments and other financial assets (continued)

Subsequent measurement (continued)

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.

This category includes derivative instruments and equity investments which the Group had not irrevocably elected to classify at fair value through other comprehensive income. Dividends on the equity investments are also recognised in the statement of profit or loss when the right of payment has been established.

A derivative embedded in a hybrid contract, with a financial liability or non-financial host, is separated from the host and accounted for as a separate derivative if the economic characteristics and risks are not closely related to the host; a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and the hybrid contract is not measured at fair value through profit or loss. Embedded derivatives are measured at fair value with changes in fair value recognised in the statement of profit or loss. Reassessment occurs if there is either a change in the terms of the contract that significantly modifies the cash flows.

A derivative embedded within a hybrid contract containing a financial asset host is not accounted for separately. The financial asset host together with the embedded derivative is required to be classified in its entirety as a financial asset at fair value through profit or loss.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:

the rights to receive cash flows from the asset have expired; or
the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

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Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Derecognition of financial assets (continued)

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

General approach

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

At each reporting date, the Group assesses whether the credit risk on a financial instrument has increased significantly since initial recognition. When making the assessment, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information that is available without undue cost or effort, including historical and forward-looking information. The Group considers that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Impairment of financial assets (continued)

General approach (continued)

Debt investments at fair value through other comprehensive income and financial assets at amortised cost are subject to impairment under the general approach and they are classified within the following stages for measurement of ECLs except for trade receivables which apply the simplified approach as detailed below.

Stage 1 – Financial instruments for which credit risk has not increased significantly since initial recognition and for which the loss allowance is measured at an amount equal to 12-month ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition but that are not credit-impaired financial assets and for which the loss allowance is measured at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or originated credit-impaired) and for which the loss allowance is measured at an amount equal to lifetime ECLs

Simplified approach

For trade receivables that do not contain a significant financing component or when the Group applies the practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings, and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and bills payables, financial liabilities included in other payables and accrued liabilities, and interest-bearing bank borrowings.

92
Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Financial liabilities (continued)

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification as follows:

Financial liabilities at amortised cost (trade and bills payables, financial liabilities included in other payables and accrued liabilities, and interest-bearing borrowings)

After initial recognition, trade and bills payables, financial liabilities included in other payables and accrued liabilities, and interest-bearing borrowings are subsequently measured at amortised cost, using the effective interest rate method unless the effect of discounting would be immaterial, in which case they are stated at cost. Gains and losses are recognised in the statement of profit or loss when the liabilities are derecognised as well as through the effective interest rate amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included in the statement of profit or loss.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or expires.

When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and a recognition of a new liability, and the difference between the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

Derivative financial instruments

Initial recognition and subsequent measurement

Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative.

Any gains or losses arising from changes in fair value of derivatives are taken directly to the statement of profit or loss, except for the effective portion of cash flow hedges, which is recognised in other comprehensive income and later reclassified to profit or loss when the hedged item affects profit or loss.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an appropriate proportion of overheads. Net realisable value is based on estimated selling prices less any estimated costs to be incurred to completion and disposal.

Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting short-term cash commitments.

For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form an integral part of the Group's cash management.

Provisions

A provision is recognised when a present obligation (legal or constructive) has arisen as a result of a past event and it is probable that a future outflow of resources will be required to settle the obligation, provided that a reliable estimate can be made of the amount of the obligation.

When the effect of discounting is material, the amount recognised for a provision is the present value at the end of the reporting period of the future expenditures expected to be required to settle the obligation. The increase in the discounted present value amount arising from the passage of time is included in finance costs in the statement of profit or loss.

The Group provides for warranties for designated customers in relation to the sale of goods for general repairs of defects occurring during the warranty period. Provisions for these assurance-type warranties granted by the Group are initially recognised based on sales volume and past experience of the level of repairs and returns, discounted to their present values as appropriate. The warranty-related cost is revised annually.

Income tax

Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss is recognised outside profit or loss, either in other comprehensive income or directly in equity.

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period, taking into consideration interpretations and practices prevailing in the countries in which the Group operates.

Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

94
Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Income tax (continued)

Deferred tax liabilities are recognised for all taxable temporary differences, except:

when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and
in respect of taxable temporary differences associated with interests in subsidiaries, joint ventures and associates, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carryforward of unused tax credits and unused tax losses can be utilised, except:

when the deferred tax asset relating to the deductible temporary differences arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences; and
in respect of deductible temporary differences associated with interests in subsidiaries, associates and joint ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Income tax (continued)

Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Revenue recognition

Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of goods or services is transferred to the customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

When the consideration in a contract includes a variable amount, the amount of consideration is estimated to which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved.

When the contract contains a financing component which provides the customer with a significant benefit of financing the transfer of goods or services to the customer for more than one year, revenue is measured at the present value of the amount receivable, discounted using the discount rate that would be reflected in a separate financing transaction between the Group and the customer at contract inception. When the contract contains a financing component which provides the Group with a significant financial benefit for more than one year, revenue recognised under the contract includes the interest expense accreted on the contract liability under the effective interest method. For a contract where the period between the payment by the customer and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in HKFRS 15.

96
Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Revenue recognition (continued)

Sale of products

Revenue from the sale of electronic control products is recognised at the point in time when control of the asset is transferred to the customer, generally on delivery of the electronic control products.

Some contracts for the sale of electronic control products provide customers with rights of return and early settlement rebates, giving rise to variable consideration.

(i) Rights of return

For contracts which provide a customer with a right to return the goods within a specified period, the expected value method is used to estimate the goods that will not be returned because this method best predicts the amount of variable consideration to which the Group will be entitled. The requirements in HKFRS 15 on constraining estimates of variable consideration are applied in order to determine the amount of variable consideration that can be included in the transaction price. For goods that are expected to be returned, instead of revenue, a refund liability is recognised. A right-of-return asset (and the corresponding adjustment to cost of sales) is also recognised for the right to recover products from a customer.

(ii) Early settlement rebates

Retrospective early settlement rebates are provided to certain customers once the customers could early settle their receivable balances to the Group at a specific date. Rebates are offset against amounts payable by the customer. To estimate the variable consideration for the expected future rebates, the most likely amount method is used. The above method that best predicts the amount of variable consideration is primarily driven by the historical settlement pattern of the customers. The requirements on constraining estimates of variable consideration are applied and a refund liability for the expected future rebates is recognised.

Other income

Interest income is recognised on an accrual basis using the effective interest method by applying the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, when appropriate, to the net carrying amount of the financial asset.

Dividend income is recognised when the shareholders' right to receive payment has been established, it is probable that the economic benefits associated with the dividend will flow to the Group and the amount of the dividend can be measured reliably.

Contract liabilities

A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Government grants

Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate, are expensed.

Shares held under share award scheme

Own equity instruments which are reacquired and held by the Company or the Group (treasury shares) are recognised directly in equity at cost.

No gain or loss is recognised in the statement of profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments.

Share-based payments

The Company operates a share option scheme and a share award scheme. Employees (including directors) of the Group receive remuneration in the form of share-based payments, whereby employees render services in exchange for equity instruments (“equity-settled transactions”).

The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted. The fair value is determined by an external valuer using a binomial model, further details of which are given in note 32 to the financial statements.

The cost of equity-settled transactions is recognised in employee benefit expense, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at the end of each reporting period until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The charge or credit to the statement of profit or loss for a period represents the movement in the cumulative expense recognised as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

For awards that do not ultimately vest because non-market performance and/or service conditions have not been met, no expense is recognised. Where awards include a market or non-vesting condition, the transactions are treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

98
Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Share-based payments (continued)

Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified, if the original terms of the award are met. In addition, an expense is recognised for any modification that increases the total fair value of the share-based payments, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

Other employee benefits

Pension schemes

The Group operates a defined contribution Mandatory Provident Fund retirement benefit scheme (the "MPF Scheme") under the Mandatory Provident Fund Schemes Ordinance for all of its employees who are eligible to participate in the MPF Scheme. Contributions are made based on a percentage of the employees' basic salaries and are charged to the statement of profit or loss as they become payable in accordance with the rules of the MPF Scheme. The assets of the MPF Scheme are held separately from those of the Group in an independently administered fund. The Group's employer contributions vest fully with the employees when contributed into the MPF Scheme.

The employees of the Group's subsidiaries which operate in Mainland China are required to participate in a central pension scheme operated by the local municipal government. These subsidiaries are required to contribute a certain percentage of their payroll costs to the central pension scheme. The contributions are charged to the statement of profit or loss as they become payable in accordance with the rules of the central pension scheme.

Borrowing costs

All borrowing costs are expensed in the period in which they are incurred. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.

Dividends

Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting. Proposed final dividends are disclosed in the notes to the financial statements.

Interim dividends are simultaneously proposed and declared, because the Company's memorandum and articles of association grant the directors the authority to declare interim dividends. Consequently, interim dividends are recognised immediately as a liability when they are proposed and declared.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Foreign currencies

These financial statements are presented in Hong Kong dollars, which is the Company’s functional currency. Each entity in the Group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of exchange ruling at the end of the reporting period. Differences arising on settlement or translation of monetary items are recognised in the statement of profit or loss.

Differences arising on settlement or translation of monetary items are recognised in the statement of profit or loss. These are recognised in other comprehensive income until the net investment is disposed of, at which time the cumulative amount is reclassified to the statement of profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in other comprehensive income.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss, respectively).

In determining the exchange rate on initial recognition of the related asset, expense or income on the derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of the advance consideration.

The functional currencies of certain overseas subsidiaries and the overseas associate and joint venture are currencies other than the Hong Kong dollar. As at the end of the reporting period, the assets and liabilities of these entities are translated into Hong Kong dollars at the exchange rates prevailing at the end of the reporting period and their statements of profit or loss are translated into Hong Kong dollars at the exchange rates that approximate to those prevailing at the dates of the transactions. The resulting exchange differences are recognised in other comprehensive income and accumulated in the exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is recognised in the statement of profit or loss.

100

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

2.4 MATERIAL ACCOUNTING POLICIES (continued)

Foreign currencies (continued)

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on acquisition are treated as assets and liabilities of the foreign operation and translated at the closing rate.

For the purpose of the consolidated statement of cash flows, the cash flows of overseas subsidiaries are translated into Hong Kong dollars at the exchange rates ruling at the dates of the cash flows. Frequently recurring cash flows of overseas subsidiaries which arise throughout the year are translated into Hong Kong dollars at the exchange rates that approximate to those prevailing at the dates of the transactions.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities affected in the future.

Judgements

In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements.

Impairment of assets

The Group has to exercise judgement in determining whether an asset is impaired or the event previously causing the asset impairment no longer exists, particularly in assessing: (1) whether an event has occurred that may affect the asset value or such event affecting the asset value has not been in existence; (2) whether the carrying value of an asset can be supported by the net present value of future cash flows which are estimated based upon the continued use of the asset or derecognition; and (3) the appropriate key assumptions to be applied in preparing cash flow projections including whether these cash flow projections are discounted using an appropriate rate. Changing the assumptions selected by management to determine the level of impairment, including the discount rates or the growth rate assumptions in the cash flow projections, could materially affect the net present value used in the impairment testing.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

Estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below.

(a) Impairment of trade receivables

The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due.

The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information. For instance, if forecast economic conditions are expected to deteriorate over the next year which can lead to an increased number of defaults, the historical default rates are adjusted. At each reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

The assessment of the correlation among historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of a customer’s actual default in the future. The information about the ECLs on the Group’s trade receivables is disclosed in note 22 to the financial statements.

(b) Write-down of inventories to net realisable value

Write-down of inventories to net realisable value is made based on the ageing and estimated net realisable value of inventories. The assessment of the write-down amount requires management’s estimates and judgements. Where the actual outcome or expectation in the future is different from the original estimate, such differences will impact the carrying value of inventories and the write-down of inventories in the period in which such estimate has been changed. The carrying amount of inventories at 31 March 2025 was HK$756,044,000 (2024: HK$823,976,000).

(c) Impairment of intangible assets (other than goodwill)

The Group assesses whether there are any indicators of impairment for all intangible assets at the end of each reporting period. Intangible assets not yet available for use are tested for impairment annually irrespective of whether such an indicator exists. All intangible assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. Intangible assets with indefinite useful lives are tested for impairment annually either individually or at the cash-generating unit level. An impairment exists when the carrying value of an asset or a cash-generating unit exceeds its recoverable amount. When value-in-use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.

102
Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

Estimation uncertainty (continued)

(d) Impairment of goodwill

The Group determines whether goodwill is impaired at least on an annual basis. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated. Estimating the value in use requires the Group to make an estimate of the expected future cash flows from the cash-generating units and also to choose a suitable discount rate in order to calculate the present value of those cash flows. The carrying amount of goodwill at 31 March 2025 was HK$111,089,000 (2024: HK$111,549,000). Further details are given in note 15.

(e) Leases – Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in a lease, and therefore, it uses an incremental borrowing rate ("IBR") to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group "would have to pay", which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when it needs to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary's functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary's stand-alone credit rating). The IBR applied by the Group ranged from 1.0% to 8.0% (2024: 1.0% to 6.8%).

4. OPERATING SEGMENT INFORMATION

For management purposes, the Group is organised into business units based on their products and services.

Management monitors the results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on reportable segment profit or loss, which is a measure of adjusted profit before tax. The adjusted profit before tax is measured consistently with the Group's profit before tax except that other income, finance costs, share of profits or losses of associates, share of profit of a joint venture, as well as corporate and other unallocated expenses are excluded from such measurement.

Segment assets mainly exclude property, plant and equipment, goodwill, club debenture, interests in associates, interest in a joint venture, a financial asset at fair value through other comprehensive income, financial assets at fair value through profit or loss, right-of-use assets, deferred tax assets, cash and bank balances, amount due from a joint venture, derivative financial instruments, certain balances of intangible assets, certain balances of prepayments, deposits and other receivables, and corporate and other unallocated assets as these assets are managed on a group basis.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

4. OPERATING SEGMENT INFORMATION (continued)

Segment liabilities mainly exclude interest-bearing bank borrowings, lease liabilities, certain balances of deferred tax liabilities, certain balances of trade and bills payables, certain balances of other payables and accrued liabilities, tax payable, and corporate and other unallocated liabilities as these liabilities are managed on a group basis.

Inter-segment revenue and transfers are transacted with reference to the selling prices used for sales made to third parties at the then prevailing market prices.

	Control Solutions		Branded Business		Total
	2025HK$’000	2024HK$’000	2025HK$’000	2024HK$’000	2025HK$’000	2024HK$’000
Segment revenue
Sales to external customers	3,565,761	3,600,983	430,839	436,835	3,996,600	4,037,818
Segment results	295,143	314,476	783	(29,544)	295,926	284,932
Bank interest income					2,021	2,060
Government grants					5,351	9,467
Other income (excluding bank interest income and government grants)					1,453	2,972
Corporate and other unallocated expenses					(135,883)	(128,242)
Finance costs					(58,533)	(65,677)
Share of profits/(losses) of associates	-	-	201	(414)	201	(414)
Share of profit of a joint venture	2,345	2,482	-	-	2,345	2,482
Profit before tax					112,881	107,580
Income tax expense					(22,576)	(23,668)
Profit for the year					90,305	83,912

Computime Group Limited - Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

4. OPERATING SEGMENT INFORMATION (continued)

	Control Solutions		Branded Business		Total
	2025HK$'000	2024HK$'000	2025HK$'000	2024HK$'000	2025HK$'000	2024HK$'000
Assets and liabilities
Segment assets	1,296,575	1,172,277	480,413	381,843	1,776,988	1,554,120
Interests in associates	-	-	201	-	201	-
Interest in a joint venture	21,359	13,513	-	-	21,359	13,513
Corporate and other unallocated assets					1,010,239	1,053,295
Total assets					2,808,787	2,620,928
Segment liabilities	45,522	51,992	30,685	45,256	76,207	97,248
Corporate and other unallocated liabilities					1,329,948	1,139,243
Total liabilities					1,406,155	1,236,491
Other segment information
Capital expenditure*					124,680	160,320
Depreciation of property, plant and equipment					67,770	70,263
Depreciation of right-of-use assets					47,425	49,752
Amortisation of intangible assets	45,348	49,061	649	658	45,997	49,719
Fair value losses/(gains) from financial assets at fair value through profit or loss	-	-	1,581	(7,045)	1,581	(7,045)
Impairment/(reversal of impairment) of trade receivables, net	79	210	(6)	3,039	73	3,249
Write-down of inventories to net realisable value	24,906	8,523	5	3,193	24,911	11,716

Capital expenditure consists of additions to property, plant and equipment, intangible assets and leasehold land classified as right-of-use assets.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

4. OPERATING SEGMENT INFORMATION (continued)

Geographical information

(a) Revenue from external customers

| | 2025
HK$'000 | 2024
HK$'000
(Re-presented) |
| --- | --- | --- |
| The Americas | 813,219 | 1,077,248 |
| Europe | 1,558,216 | 1,408,846 |
| Asia | 1,612,526 | 1,543,826 |
| Oceania | 12,639 | 7,898 |
| | 3,996,600 | 4,037,818 |

During the year, management has revisited the disclosure of the geographical information of the revenue for external customers and analysed the revenue information based on the location of individual customer.

(b) Non-current assets

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| The Americas | 38,659 | 37,478 |
| Europe | 30,539 | 8,026 |
| Asia | 378,909 | 458,643 |
| | 448,107 | 504,147 |

The non-current assets information above is based on the locations of the assets and excludes goodwill, club debenture, intangible assets, a financial asset at fair value through other comprehensive income, financial assets at fair value through profit or loss and deferred tax assets.

Information about major customers

For the year ended 31 March 2025, revenue of approximately HK$979,456,000 (2024: HK$860,458,000) and HK$871,637,000 (2024: HK$813,560,000), which represented 24.5% (2024: 21.3%) and 21.8% (2024: 20.1%) of the Group's total revenue, respectively, was derived from sales by the Control Solutions segment to two separate single customers. They included sales to a group of entities which are known to be under common control with these customers.

106

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

5. REVENUE AND OTHER INCOME

An analysis of revenue is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Revenue from contracts with customers | 3,996,600 | 4,037,818 |

Revenue from contracts with customers

(i) Disaggregated revenue information

| | 2025
HK$'000 | 2024
HK$'000
(Re-presented) |
| --- | --- | --- |
| Geographical markets | | |
| The Americas | 813,219 | 1,077,248 |
| Europe | 1,558,216 | 1,408,846 |
| Asia | 1,612,526 | 1,543,826 |
| Oceania | 12,639 | 7,898 |
| | 3,996,600 | 4,037,818 |

The following table shows the amounts of revenue recognised in the current reporting period that was included in the contract liabilities at the beginning of the reporting period:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Revenue recognised that was included in contract liabilities
at the beginning of the reporting period: | | |
| Sale of electronic control products | 32,754 | 31,309 |

(ii) Performance obligations

Sale of electronic control products

The performance obligation is satisfied upon delivery of the goods and payment is generally due within 30 to 150 days (2024: 30 to 150 days) from delivery, except for new customers, where payment in advance is normally required. Some contracts provide customers with early settlement rebates which give rise to variable consideration subject to constraint.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

5. REVENUE AND OTHER INCOME (continued)

An analysis of other income is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Bank interest income | 2,021 | 2,060 |
| Government grants* | 5,351 | 9,467 |
| Sundry income | 1,453 | 2,972 |
| | 8,825 | 14,499 |

Government grants were granted by respective governmental authorities in Hong Kong and Mainland China. During the year ended 31 March 2025, Nil (2024: HK$119,000) and RMB718,000 (2024: RMB521,000) (equivalent to approximately HK$786,000 (2024: HK$575,000)) were granted by respective governmental authorities to subsidise stable employment of enterprises in Hong Kong and Mainland China, and RMB4,210,000 (2024: RMB7,981,000) (equivalent to approximately HK$4,565,000 (2024: HK$8,773,000)) was granted by governmental authorities in Mainland China to subsidise the development of the industry which the Group operates. There are no unfulfilled conditions and other contingencies attached to the receipts of those grants. There is no assurance that the Group will continue to receive such grants in the future.

6. FINANCE COSTS

An analysis of finance costs is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Interest on bank loans | 54,252 | 61,428 |
| Interest on lease liabilities | 4,281 | 4,249 |
| | 58,533 | 65,677 |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

7. PROFIT BEFORE TAX

The Group's profit before tax is arrived at after charging/(crediting):

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| Cost of inventories sold | | 3,318,426 | 3,395,023 |
| Depreciation of property, plant and equipment | 13 | 67,770 | 70,263 |
| Depreciation of right-of-use assets | 14(a) | 47,425 | 49,752 |
| Amortisation of intangible assets^ | 16 | 4,895 | 2,957 |
| Research and development ("R&D") costs: | | | |
| Amortisation of deferred expenditure^^ | 16 | 41,102 | 46,762 |
| Current year expenditure | | 16,528 | 15,061 |
| | | 57,630 | 61,823 |
| Lease payments not included in the measurement
of lease liabilities | 14(c) | 2,495 | 1,818 |
| Auditor's remuneration | | 2,919 | 3,239 |
| Employee benefit expense
(including directors' and chief executive's remuneration –
note 8): | | | |
| Wages, salaries and other benefits | | 653,410 | 646,780 |
| Pension scheme contributions## | | 5,325 | 4,958 |
| Share-based payment expense | 31 | 2,651 | 634 |
| | | 661,386 | 652,372 |
| Foreign exchange differences, net# | | (14,224) | (5,549) |
| Loss on disposal of items of property,
plant and equipment, net# | | 180 | 706 |
| Impairment of trade receivables, net# | 22 | 73 | 3,249 |
| Write-down of inventories to net realisable value** | | 24,911 | 11,716 |
| Derivative instruments – transactions not qualifying
as hedges# | | | |
| - Realised gains, net | 28 | (546) | (1,105) |
| Fair value losses/(gains) from financial assets at fair value
through profit or loss# | | 1,581 | (7,045) |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

7. PROFIT BEFORE TAX (continued)

Employee benefit expense of HK$352,348,000 (2024: HK$369,984,000) is included in “Cost of inventories sold” above.
** Write-down of inventories to net realisable value is included in “Cost of sales” on the face of the consolidated statement of profit or loss.
The amortisation of intangible assets for (i) patent and customer relationships and (ii) software for the year are included in “Administrative expenses” on the face of the consolidated statement of profit or loss.
The amortisation of deferred expenditure for the year are included in “Administrative expenses” on the face of the consolidated statement of profit or loss.
These items are included in “Other operating income, net” on the face of the consolidated statement of profit or loss.
There are no forfeited contributions that may be used by the Group as the employer to reduce the existing level of contributions.

8. DIRECTORS’ AND CHIEF EXECUTIVE’S REMUNERATION

Directors’ and chief executive’s remuneration for the year, disclosed pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Stock Exchange”), section 383(1)(a), (b), (c) and (f) of the Hong Kong Companies Ordinance and Part 2 of the Companies (Disclosure of Information about Benefits of Directors) Regulation, is as follows:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Fees | 1,629 | 1,732 |
| Other emoluments: | | |
| Salaries, allowances and benefits in kind | 8,761 | 8,878 |
| Discretionary bonus | 2,341 | – |
| Share-based payment expense | 1,983 | – |
| Pension scheme contributions | 36 | 36 |
| | 14,750 | 10,646 |

As at 31 March 2025, no director (2024: Nil) had outstanding share options granted by the Company, in respect of his services to the Group, under the share option schemes of the Company, further details of which are set out in note 32 to the financial statements.

110

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

8. DIRECTORS' AND CHIEF EXECUTIVE'S REMUNERATION (continued)

The remuneration of each of the directors and chief executive for the year ended 31 March 2025 is set out below:

| | Fees
HK$'000 | Salaries, allowances and benefits
in kind
HK$'000 | Discretionary bonus
HK$'000 | Share-based payment expense
(note (i))
HK$'000 | Pension scheme contributions
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- | --- | --- | --- |
| Executive Directors | | | | | | |
| Mr. AUYANG Pak Hong Bernard^{1}
("Mr. Bernard AUYANG") | – | 6,771 | 1,259 | 1,211 | 18 | 9,259 |
| Mr. WONG Wah Shun | – | 1,990 | 1,082 | 772 | 18 | 3,862 |
| | – | 8,761 | 2,341 | 1,983 | 36 | 13,121 |
| Non-executive Directors | | | | | | |
| Mr. WONG Chun Kong | 240 | – | – | – | – | 240 |
| Mr. KAM Chi Chiu, Anthony | 240 | – | – | – | – | 240 |
| | 480 | – | – | – | – | 480 |
| Independent Non-executive Directors | | | | | | |
| Mr. HO Pak Chuen Patrick | 360 | – | – | – | – | 360 |
| Mr. Roy KUAN^{8} | 155 | – | – | – | – | 155 |
| Ms. LEE Shang Yuee Christabel^{*} | 300 | – | – | – | – | 300 |
| Ms. MAY Man Yee Mariana^{1} | 334 | – | – | – | – | 334 |
| | 1,149 | – | – | – | – | 1,149 |
| | 1,629 | 8,761 | 2,341 | 1,983 | 36 | 14,750 |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

8. DIRECTORS' AND CHIEF EXECUTIVE'S REMUNERATION (continued)

The remuneration of each of the directors and chief executive for the year ended 31 March 2024 is set out below:

| | Fees
HK$'000 | Salaries, allowances and benefits
in kind
HK$'000 | Discretionary bonus
HK$'000 | Share-based payment expense
(note (i))
HK$'000 | Pension scheme contributions
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- | --- | --- | --- |
| Executive Directors | | | | | | |
| Mr. AUYANG Pak Hong Bernard^{c}
("Mr. Bernard AUYANG") | – | 6,888 | – | – | 18 | 6,906 |
| Mr. WONG Wah Shun | – | 1,990 | – | – | 18 | 2,008 |
| | – | 8,878 | – | – | 36 | 8,914 |
| Non-executive Directors | | | | | | |
| Mr. WONG Chun Kong | 240 | – | – | – | – | 240 |
| Mr. KAM Chi Chiu, Anthony | 240 | – | – | – | – | 240 |
| | 480 | – | – | – | – | 480 |
| Independent Non-executive Directors | | | | | | |
| Mr. HO Pak Chuen Patrick | 334 | – | – | – | – | 334 |
| Mr. Roy KUAN^{g} | 334 | – | – | – | – | 334 |
| Ms. LEE Shang Yuee Christabel^{*} | 170 | – | – | – | – | 170 |
| Ms. MAY Man Yee Mariana^{h} | 100 | – | – | – | – | 100 |
| Mr. LUK Koon Hoo^{i} | 157 | – | – | – | – | 157 |
| Mr. Patrick Thomas SIEWERT^{j} | 157 | – | – | – | – | 157 |
| | 1,252 | – | – | – | – | 1,252 |
| | 1,732 | 8,878 | – | – | 36 | 10,646 |

112 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

8. DIRECTORS' AND CHIEF EXECUTIVE'S REMUNERATION (continued)

There was no arrangement under which a Director or the Chief Executive waived or agreed to waive any remuneration during the year (2024: Nil).

Note (i): Share-based payment expense represented the estimated value of share awards granted to the directors under the Company's share award scheme. The value of these share awards is measured according to the Group's accounting policies for share-based payments as set out in note 2.4.

Mr. Bernard AUYANG is the Chairman and the Chief Executive Officer of the Group.
Ms. LEE Shang Yuee Christabel was appointed as an independent non-executive director with effect from 7 September 2023.
Ms. MAY Man Yee Mariana was appointed as an independent non-executive director with effect from 1 December 2023.
Mr. LUK Koon Hoo and Mr. Patrick Thomas SIEWERT retired as independent non-executive directors of the Company with effect from 7 September 2023.
Mr. Roy KUAN retired as an independent non-executive director of the Company with effect from 5 September 2024.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

9. FIVE HIGHEST PAID EMPLOYEES

The five highest paid employees during the year included two (2024: one) directors, details of whose emoluments are set out in note 8 above. Details of the remuneration of the remaining three (2024: four) non-director highest paid employees for the year are as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Salaries, allowances and benefits in kind | 9,156 | 11,396 |
| Pension scheme contributions | 42 | 60 |
| Share-based payment expense | 364 | 507 |
| | 9,562 | 11,963 |

The number of non-director highest paid employees whose remuneration fell within the following bands is as follows:

	Number of employees
	2025	2024
Nil to HK$2,500,000	–	1
HK$2,500,001 to HK$3,000,000	2	2
HK$3,000,001 to HK$3,500,000	–	1
HK$3,500,001 to HK$4,000,000	1	–
	3	4

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

10. INCOME TAX EXPENSE

Hong Kong profits tax has been provided at the rate of 16.5% (2024: 16.5%) on the estimated assessable profits arising in Hong Kong during the year, except for one subsidiary of the Group which is a qualifying entity under the two-tiered profits tax rates regime. The first HK$2,000,000 (2024: HK$2,000,000) of assessable profits of this subsidiary are taxed at 8.25% (2024: 8.25%) and the remaining assessable profits are taxed at 16.5% (2024: 16.5%). Taxes on profits assessable elsewhere have been calculated at the rates of tax prevailing in the jurisdictions in which the Group entities operate.

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Current – Hong Kong: | | |
| Charge for the year | 22,567 | 12,378 |
| (Overprovision)/underprovision in prior years | (3,408) | 15 |
| Current – Mainland China and other countries: | | |
| Charge for the year | 10,617 | 5,753 |
| Underprovision in prior years | 2,967 | 1,290 |
| Deferred (note 30) | (10,167) | 4,232 |
| Total tax charge for the year | 22,576 | 23,668 |

A reconciliation of the tax expense applicable to profit before tax at the statutory rate to the tax expense at the Group's effective tax rate is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Profit before tax | 112,881 | 107,580 |
| Tax at the statutory tax rate | 18,625 | 17,751 |
| Higher tax rates for other countries | 2,492 | 2,734 |
| Adjustments in respect of current tax of previous periods | (441) | 1,305 |
| Recognition of tax losses | (3,112) | (1,102) |
| Profit attributable to associates and a joint venture, net | (420) | (341) |
| Income not subject to tax | (2,206) | (1,894) |
| Expenses not deductible for tax | 9,054 | 4,148 |
| Tax losses not recognised | 1,660 | 835 |
| Tax losses utilised from previous periods | (4,058) | - |
| Other temporary differences | 982 | 232 |
| Tax charge at the Group's effective rate | 22,576 | 23,668 |

Computime Group Limited - Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

11. DIVIDENDS

Dividend paid during the year

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Final dividend in respect of the financial year ended
31 March 2024 – HK$0.050 per ordinary share
(2024: final dividend of HK$0.021 per ordinary share,
in respect of the financial year ended 31 March 2023) | 42,127 | 17,693 |
| Less: dividend for ordinary shares held by share award scheme (note 11) | (431) | – |
| | 41,696 | 17,693 |
| Proposed final dividend | | |
| | 2025
HK$'000 | 2024
HK$'000 |
| Final – HK$0.054 (2024: HK$0.050) per ordinary share | 45,497 | 42,127 |

The proposed final dividend for the year ended 31 March 2025 is subject to the approval of the Company's shareholders at the forthcoming annual general meeting. These financial statements do not reflect the final dividend payable.

116 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

12. EARNINGS PER SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY

The calculation of basic earnings per share is based on the profit for the year attributable to owners of the Company of HK$92,602,000 (2024: HK$84,772,000) and the weighted average number of ordinary shares of 832,659,000 (2024: 839,589,000) in issue during the year.

For the year ended 31 March 2025, the calculation of the diluted earnings per share amount is based on the profit for the year attributable to owners of the Company of HK$92,602,000 (2024: HK$84,772,000). The weighted average number of ordinary shares used in the calculation of 839,872,000 (2024: 840,692,000) is the number of ordinary shares in issue during the year, as used in the basic earnings per share calculation, and the weighted average number of ordinary shares assumed to have been issued at no consideration in relation to the share awards granted during the year.

A reconciliation between the weighted average number of ordinary shares used in calculating the basic earnings per share and that used in calculating the diluted earnings per share for the year ended 31 March 2025 is as follows:

	2025	2024
Weighted average number of ordinary shares used in calculating the basic earnings per share	832,659,000	839,589,000
Effect of dilution – weighted average number of ordinary shares: Share awards	7,213,000	1,103,000
Weighted average number of ordinary shares used in calculating the diluted earnings per share	839,872,000	840,692,000

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

13. PROPERTY, PLANT AND EQUIPMENT

	Note	BuildingsHK$'000	LeaseholdimprovementsHK$'000	Furniture, fixtures andequipmentHK$'000	Tools and machineryHK$'000	Motor vehiclesHK$'000	Moulds and toolingHK$'000	TotalHK$'000
At 31 March 2025
1 April 2024:
Cost		30,151	100,183	324,732	468,506	7,225	55,883	986,680
Accumulated depreciation		(2,389)	(66,537)	(237,351)	(282,385)	(5,799)	(50,153)	(644,614)
Net carrying amount		27,762	33,646	87,381	186,121	1,426	5,730	342,066
At 1 April 2024, net of accumulated depreciation		27,762	33,646	87,381	186,121	1,426	5,730	342,066
Additions		-	2,813	19,691	29,961	655	4,131	57,251
Disposals and write-offs		-	-	(1,899)	(220)	-	(6)	(2,125)
Depreciation provided during the year	7	(766)	(8,928)	(20,674)	(33,389)	(296)	(3,717)	(67,770)
Exchange realignment		(332)	(1,138)	356	(10,150)	(66)	(36)	(11,366)
At 31 March 2025, net of accumulated depreciation		26,664	26,393	84,855	172,323	1,719	6,102	318,056
At 31 March 2025:
Cost		29,803	101,471	334,305	474,998	7,838	59,832	1,008,247
Accumulated depreciation		(3,139)	(75,078)	(249,450)	(302,675)	(6,119)	(53,730)	(690,191)
Net carrying amount		26,664	26,393	84,855	172,323	1,719	6,102	318,056

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

13. PROPERTY, PLANT AND EQUIPMENT (continued)

	Note	Buildings HK$'000	Leasehold improvements HK$'000	Furniture, fixtures and equipment HK$'000	Tools and machinery HK$'000	Motor vehicles HK$'000	Moulds and tooling HK$'000	Total HK$'000
At 31 March 2024
At 1 April 2023:
Cost		25,970	133,398	314,685	475,556	6,117	43,954	999,680
Accumulated depreciation		(1,757)	(98,517)	(208,976)	(280,351)	(5,312)	(42,243)	(637,156)
Net carrying amount		24,213	34,881	105,709	195,205	805	1,711	362,524
At 1 April 2023, net of accumulated depreciation		24,213	34,881	105,709	195,205	805	1,711	362,524
Additions		4,666	6,459	20,465	29,170	1,326	4,048	66,134
Disposals and write-offs		-	(3)	(1,816)	(5,882)	-	(2)	(7,703)
Depreciation provided during the year	7	(637)	(9,365)	(22,968)	(32,916)	(832)	(3,545)	(70,263)
Exchange realignment		(480)	1,674	(14,009)	544	127	3,518	(8,626)
At 31 March 2024, net of accumulated depreciation		27,762	33,646	87,381	186,121	1,426	5,730	342,066
At 31 March 2024:
Cost		30,151	100,183	324,732	468,506	7,225	55,883	986,680
Accumulated depreciation		(2,389)	(66,537)	(237,351)	(282,385)	(5,799)	(50,153)	(644,614)
Net carrying amount		27,762	33,646	87,381	186,121	1,426	5,730	342,066

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

14. LEASES

The Group as a lessee

The Group has lease contracts for various items of properties and computer software used in its operations. Lump sum payments were made upfront to acquire the leased land from the owners with lease periods between 34 and 51 years (2024: 51 years), and no ongoing payments are required under the terms of these land leases. Leases of properties generally have lease terms between 1 and 10 years (2024: 1 and 6 years), while computer software has lease terms of 5 years (2024: 5 years). Generally, the Group is restricted from assigning and subleasing the leased assets outside the Group.

(a) Right-of-use assets

The carrying amounts of the Group’s right-of-use assets and the movements during the year are as follows:

	2023				2024
	Leasehold land HK$’000	Properties HK$’000	Computer software: HK$’000	Total HK$’000	Leasehold land HK$’000	Properties HK$’000	Computer software HK$’000	Total HK$’000
At beginning of year	18,695	90,267	2,980	111,942	16,455	118,107	4,605	139,167
Additions	-	15,045	-	15,045	2,631	22,017	-	24,648
Depreciation charge	(417)	(45,383)	(1,625)	(47,425)	(342)	(47,785)	(1,625)	(49,752)
Lease modification	-	(3,145)	-	(3,145)	-	-	-	-
Exchange realignment	63	(2,316)	-	(2,253)	(49)	(2,072)	-	(2,121)
At end of year	18,341	54,468	1,355	74,164	18,695	90,267	2,980	111,942

120 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

14. LEASES (continued)

The Group as a lessee (continued)

(b) Lease liabilities

The carrying amounts of lease liabilities and the movements during the year are as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Carrying amount at beginning of year | 97,642 | 126,223 |
| New leases | 15,045 | 22,018 |
| Accretion of interest recognised during the year | 4,281 | 4,249 |
| Payments | (49,444) | (52,898) |
| Lease modification | (3,145) | – |
| Exchange realignment | (2,112) | (1,950) |
| Carrying amount at end of year | 62,267 | 97,642 |
| Analysed into: | | |
| Current portion | 39,308 | 44,665 |
| Non-current portion | 22,959 | 52,977 |

The maturity analysis of lease liabilities is disclosed in note 38(iv) to the financial statements.

(c) The amounts recognised in profit or loss in relation to leases are as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Interest on lease liabilities | 4,281 | 4,249 |
| Depreciation of right-of-use assets | 47,425 | 49,752 |
| Expenses relating to short-term leases | | |
| – included in administrative expenses | 2,495 | 1,818 |
| Total amount recognised in profit or loss | 54,201 | 55,819 |

(d) The total cash outflow for leases is disclosed in note 40(c) to the financial statements.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

15. GOODWILL

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Cost at 1 April, net of accumulated impairment | 111,549 | 111,773 |
| Exchange realignment | (460) | (224) |
| Cost at 31 March, net of accumulated impairment | 111,089 | 111,549 |
| At 31 March: | | |
| Cost | 112,833 | 113,293 |
| Accumulated impairment | (1,744) | (1,744) |
| Net carrying amount | 111,089 | 111,549 |

Impairment testing of goodwill

Included in the balance was mainly the goodwill acquired through business combination of Asia Electronics HK Technologies Limited and Asia Electronics Technologies (Dongguan) Co. Ltd. (collectively the "Asia Electronics Entity") and Braeburn, which have been regarded as two cash-generating units ("CGUs") for impairment testing.

Asia Electronics Entity CGU

The recoverable amount of the Asia Electronics Entity CGU has been determined based on a value-in-use calculation using cash flow projections based on financial budgets covering a five-year period approved by senior management, with cash flows beyond the five-year period being extrapolated using a growth rate of 3% (2024: 2%). The discount rate applied to the cash flow projections is 14% (2024: 12%).

The carrying amount of goodwill allocated to the Asia Electronics Entity CGU was HK$34,136,000 (2024: HK$34,136,000) as at 31 March 2025.

Certain key assumptions were used in the value-in-use calculation of the Asia Electronics Entity CGU for 31 March 2025. Management determined the value assigned to the budgeted gross margins based on the average gross margins achieved in the year immediately before the budget year, adjusted for expected efficiency improvements. Changes in revenue and costs are based on management experience and expectations of future changes in the market. The discount rate used is a pre-tax rate and reflects specific risks relating to the relevant unit.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

15. GOODWILL (continued)

Impairment testing of goodwill (continued)

Braeburn CGU

Goodwill of US$9,599,000 arose from the acquisition of an additional 62.9998% equity interest in Braeburn. Braeburn is engaged in the distribution and trading of electronic control products.

As at 31 March 2025, the recoverable amount of the Braeburn CGU has been determined based on a value-in-use calculation using cash flow projections based on financial budgets covering a five-year period approved by senior management, with cash flows beyond the five-year period being extrapolated using a growth rate of 3% (2024: 3%). The discount rate applied to the cash flow projections is 14% (2024: 15%).

The carrying amount of goodwill allocated to the Braeburn CGU was US$9,599,000 (equivalent to HK$74,669,000) (2024: US$9,599,000 equivalent to HK$75,129,000) as at 31 March 2025.

Certain key assumptions were used in the value-in-use calculation of the Braeburn CGU for 31 March 2025. Management determined the value assigned to the budgeted gross margins based on the average gross margins achieved in the year immediately before the budget year, adjusted for expected efficiency improvements. Changes in revenue and costs are based on management experience and expectations of future changes in the market. The discount rate used is a pre-tax rate and reflects specific risks relating to the relevant unit.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

16. INTANGIBLE ASSETS

| | Note | Deferred expenditure
HK$ 000 | Brand name
HK$ 000 | Customer relationships
HK$ 000 | Patent
HK$ 000 | Software
HK$ 000 | Total
HK$ 000 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 31 March 2025 | | | | | | | |
| At beginning of year: | | | | | | | |
| Cost | | 803,624 | 22,367 | 1,291 | 3,536 | 37,244 | 868,062 |
| Accumulated amortisation | | (561,137) | - | (363) | (1,149) | (2,798) | (565,447) |
| Net carrying amount | | 242,487 | 22,367 | 928 | 2,387 | 34,446 | 302,615 |
| At beginning of year, net of accumulated amortisation | | 242,487 | 22,367 | 928 | 2,387 | 34,446 | 302,615 |
| Additions | | 63,270 | - | - | - | 4,159 | 67,429 |
| Amortisation provided during the year | 7 | (41,102) | - | (160) | (527) | (4,208) | (45,997) |
| Exchange realignment | | (1,033) | (136) | (7) | (13) | (11) | (1,200) |
| At end of year, net of accumulated amortisation | | 263,622 | 22,231 | 761 | 1,847 | 34,386 | 322,847 |
| At 31 March 2025: | | | | | | | |
| Cost | | 865,928 | 22,231 | 1,283 | 3,514 | 41,305 | 934,261 |
| Accumulated amortisation | | (602,306) | - | (522) | (1,667) | (6,919) | (611,414) |
| Net carrying amount | | 263,622 | 22,231 | 761 | 1,847 | 34,386 | 322,847 |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

16. INTANGIBLE ASSETS (continued)

| | Note | Deferred expenditure
HK$’000 | Brand name
HK$’000 | Customer relationships
HK$’000 | Patent
HK$’000 | Software
HK$’000 | Total
HK$’000 |
| --- | --- | --- | --- | --- | --- | --- | --- |
| 31 March 2024 | | | | | | | |
| At beginning of year: | | | | | | | |
| Cost | | 750,116 | 22,434 | 1,295 | 3,547 | – | 777,392 |
| Accumulated amortisation | | (514,311) | – | (203) | (654) | – | (515,168) |
| Net carrying amount | | 235,805 | 22,434 | 1,092 | 2,893 | – | 262,224 |
| At beginning of year,
net of accumulated amortisation | | 235,805 | 22,434 | 1,092 | 2,893 | – | 262,224 |
| Additions | | 54,311 | – | – | – | 37,244 | 91,555 |
| Amortisation provided during the year | 7 | (46,762) | – | (161) | (497) | (2,299) | (49,719) |
| Exchange realignment | | (867) | (67) | (3) | (9) | (499) | (1,445) |
| At end of year,
net of accumulated amortisation | | 242,487 | 22,367 | 928 | 2,387 | 34,446 | 302,615 |
| At 31 March 2024: | | | | | | | |
| Cost | | 803,624 | 22,367 | 1,291 | 3,536 | 37,244 | 868,062 |
| Accumulated amortisation | | (561,137) | – | (363) | (1,149) | (2,798) | (565,447) |
| Net carrying amount | | 242,487 | 22,367 | 928 | 2,387 | 34,446 | 302,615 |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

16. INTANGIBLE ASSETS (continued)

Impairment testing of brand name

Included in the balance was mainly the intangible asset of brand name with indefinite useful life acquired through business combination of Braeburn, which has been regarded as a cash-generating unit ("CGU") for impairment testing.

Braeburn CGU

Brand name of US$2,858,000 arose from the acquisition of an additional 62.9998% equity interest in Braeburn. Braeburn is engaged in the distribution and trading of electronic control products.

The carrying amount of brand name for the Braeburn CGU was US$2,858,000 (equivalent to HK$22,231,000) (2024: US$2,858,000 equivalent to HK$22,367,000) as at 31 March 2025.

126 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

17. INTERESTS IN ASSOCIATES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Share of net assets | 201 | – |

Particulars of the associates as at 31 March 2025 and 2024 are as follows:

Name	Particulars of issued shares held	Place of incorporation	Percentage of ownership interest attributable to the Group	Principal activities
UleEco Limited	Ordinary shares	Hong Kong	30%
(2024: 30%)	Provision of consulting service on sales, management information system and management

Note:

During the year ended 31 March 2024, the Group disposed of all of the 35% equity interest in an associated company, CCN Technologies Limited, and entered into a share swap agreement among/between Novelte Technology International Limited ("Novelte") and other parties in exchange of 4.0% equity interest in Novelte.

The disposal of equity interest in CCN Technologies Limited was completed on 20 November 2023.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

17. INTERESTS IN ASSOCIATES (continued)

The following table illustrates the aggregate financial information of the associates:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Share of the associates' profits/(losses) for the year | 201 | (414) |
| Share of the associates' total comprehensive income/(expense) | 201 | (414) |
| Carrying amount of the interest in the associate disposed of | – | (1,071) |
| Aggregate carrying amount of the interests in associates | 201 | – |

18. INTEREST IN A JOINT VENTURE

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Share of net assets | 21,359 | 13,513 |

Particulars of the joint venture as at 31 March 2025 and 2024 are as follows:

Name	Particulars of issued shares held indirectly by the Company	Place of registration and business	Percentage of			Principal activities
			Ownership interest	Voting power	Profit sharing
金寶通電子 (東莞)	Ordinary Shares	PRC/Mainland China	50% (2024: 50%)	50% (2024: 50%)	50% (2024: 50%)	Manufacturing and trading of electronic control products
有限公司
Computime Electronics (Dongguan)
Co. Ltd

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

18. INTEREST IN A JOINT VENTURE (continued)

Computime Electronics (Dongguan) Co. Ltd, which is considered a material joint venture of the Group, acts as the Group's manufacturer and trader of electronic control products in Mainland China and is accounted for using the equity method.

The following table illustrates the summarised financial information in respect of Computime Electronics (Dongguan) Co. Ltd adjusted for any differences in accounting policies and reconciled to the carrying amount in the consolidated financial statements:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Cash and cash equivalents | 27,134 | 285 |
| Other current assets | 87,210 | 108,889 |
| Current assets | 114,344 | 109,174 |
| Non-current assets | 8,544 | 8,211 |
| Current liabilities | (80,170) | (90,359) |
| Net assets | 42,718 | 27,026 |
| Reconciliation to the Group's interest in the joint venture: | | |
| Proportion of the Group's ownership | 50% | 50% |
| Group's share of net assets of the joint venture, excluding goodwill | 21,359 | 13,513 |
| Carrying amount of the investment | 21,359 | 13,513 |
| Revenue | 266,988 | 178,210 |
| Interest income | 8 | 21 |
| Depreciation and amortisation | (1,416) | (313) |
| Tax | (438) | (607) |
| Profit and total comprehensive income for the year | 4,690 | 4,964 |

Computime Group Limited - Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

19. FINANCIAL ASSET AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Equity investment, at fair value | | |
| Glen Canyon Corporation | - | - |

The above investment represents the investment in unlisted equity securities which was irrevocably designated at fair value through other comprehensive income as the Group considers this investment to be strategic in nature. The investee company was engaged in the development of energy saving products and solutions. In the opinion of the directors, the fair value of the investment was minimal with reference to the fair value of the underlying assets and liabilities held by the investee company.

20. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Unlisted investments, at fair value | 12,437 | 12,065 |

The above unlisted investments represent the equity securities of HK$12,437,000 (2024: HK$12,065,000) which were classified as financial assets at fair value through profit or loss as the Group has not elected to recognise the fair value gain or loss through other comprehensive income. The investee companies were engaged in engineering, design and manufacture of electronic products and household appliances, trading and rental of robots and provision of electric vehicle charging service.

21. INVENTORIES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Raw materials | 317,962 | 342,674 |
| Work in progress | 60,679 | 78,131 |
| Finished goods | 377,403 | 403,171 |
| | 756,044 | 823,976 |

130

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

22. TRADE RECEIVABLES

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Trade receivables | 773,822 | 515,471 |
| Impairment | (2,941) | (6,095) |
| | 770,881 | 509,376 |

As at 31 March 2025, gross trade receivables of certain customers of HK$140,447,000 (2024: HK$168,342,000), which are designated in trade receivable factoring arrangements entered into between the Group and banks, were measured at fair value through other comprehensive income as these trade receivables are managed within a business model with the objective of both holding to collect contractual cash flows and selling for working capital management and the contractual terms of these receivables give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

The Group's trading terms with its customers are mainly on credit. The credit period granted to customers generally ranges from one to five months (2024: one to five months). The Group maintains strict credit control over its customers and outstanding receivables to minimise credit risk. Overdue balances are reviewed regularly by senior management. At the end of the reporting period, 24.2% (2024: 14.9%) and 62.5% (2024: 59.7%) of the total trade receivables were due from the Group's largest customer and the five largest customers, respectively. The Group does not hold any collateral or other credit enhancements over its trade receivable balances. Trade receivables are non-interest-bearing.

An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and net of loss allowance, is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Within 1 month | 516,683 | 249,472 |
| 1 to 2 months | 134,330 | 136,841 |
| 2 to 3 months | 63,090 | 67,214 |
| Over 3 months | 56,778 | 55,849 |
| | 770,881 | 509,376 |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

22. TRADE RECEIVABLES (continued)

An ageing analysis of the trade receivables as at the end of the reporting period, based on the payment due date and net of loss allowance, is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Current and due within 1 month | 741,089 | 459,258 |
| 1 to 2 months | 5,452 | 27,897 |
| 2 to 3 months | 2,907 | 7,125 |
| Over 3 months | 21,433 | 15,096 |
| | 770,881 | 509,376 |

As part of its normal business, the Group entered into trade receivable factoring arrangements (the "Arrangements"), pursuant to which the Group assigned the rights to certain trade receivables to certain banks. The Group is not exposed to default risks of the trade debtors after the assignment. The Group did not retain any rights on the use of the trade receivables, including the sale, transfer or pledge of the trade receivables to any other third parties. Trade receivables as if without the Arrangements as at 31 March 2025 amounted to HK$1,235,284,000 (2024: HK$1,033,188,000).

The movements in the loss allowance for impairment of trade receivables are as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| At beginning of year | 6,095 | 5,093 |
| Impairment of trade receivables, net (note 7) | 73 | 3,249 |
| Amount written off as uncollectible | (3,603) | (1,932) |
| Exchange realignment | 376 | (315) |
| At end of year | 2,941 | 6,095 |

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

22. TRADE RECEIVABLES (continued)

Set out below is the information about the credit risk exposure on the Group’s trade receivables using a provision matrix:

As at 31 March 2025

	Current	Less than 1 month	Past due 1 to 3 months	Over 3 months	Total
Expected credit loss rate	0.04%	0.06%	0.55%	10.67%	0.38%
Gross carrying amount (HK$’000)	706,540	34,883	8,405	23,994	773,822
Expected credit losses (HK$’000)	312	22	46	2,561	2,941

As at 31 March 2024

	Current	Less than 1 month	Past due 1 to 3 months	Over 3 months	Total
Expected credit loss rate	0.03%	0.02%	0.92%	27.24%	1.18%
Gross carrying amount (HK$’000)	399,221	60,153	35,348	20,749	515,471
Expected credit losses (HK$’000)	105	11	326	5,653	6,095

23. PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

The financial assets included in the balances related to receivables for which there was no recent history of default and past due amounts. As at 31 March 2025 and 2024, the loss allowance was assessed to be minimal.

24. CASH AND BANK BALANCES

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Cash and bank balances | 195,820 | 210,824 |
| Restricted bank deposits | 18,368 | 15,875 |
| | 214,188 | 226,699 |

At the end of the reporting period, the cash and bank balances denominated in RMB amounted to HK$50,844,000 (2024: HK$53,263,000). RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange Regulations, the Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange business.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

24. CASH AND BANK BALANCES (continued)

Cash at banks earns interest at floating rates based on daily bank deposit rates. Short term time deposits are made for varying periods of between one day and three months (2024: one day and three months) depending on the immediate cash requirements of the Group, and earn interest at the respective short term time deposit rates. The bank balances are deposited with creditworthy banks with no recent history of default.

As at 31 March 2025 and 2024, restricted bank deposits mainly included deposits for issuance of bank acceptance notes with a bank.

25. TRADE AND BILLS PAYABLES

An ageing analysis of trade and bills payables as at the end of the reporting period, based on the invoice date, is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Within 1 month | 291,727 | 300,741 |
| 1 to 2 months | 339,840 | 245,388 |
| 2 to 3 months | 199,612 | 28,256 |
| Over 3 months | 119,628 | 170,961 |
| | 950,807 | 745,346 |

An ageing analysis of trade and bills payables as at the end of the reporting period, based on the payment due date, is as follows:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Current and due within 1 month | 850,863 | 695,280 |
| 1 to 2 months | 84,687 | 13,642 |
| 2 to 3 months | 14,144 | 15,565 |
| Over 3 months | 1,113 | 20,859 |
| | 950,807 | 745,346 |

The trade payables are non-interest-bearing and generally have payment terms ranging from one to six months (2024: one to six months).

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

26. OTHER PAYABLES AND ACCRUED LIABILITIES

Other payables and accrued liabilities are non-interest-bearing and have payment terms ranging from one to three months (2024: one to three months).

27. CONTRACT LIABILITIES

| | 31 March
2025
HK$'000 | 31 March
2024
HK$'000 | 1 April
2023
HK$'000 |
| --- | --- | --- | --- |
| Receipts in advance from customers | 31,099 | 40,216 | 36,162 |

Contract liabilities include short-term advances received to deliver products. The decrease (2024: increase) in contract liabilities in 2025 was mainly due to the decrease (2024: increase) in short-term advances received from customers in relation to the delivery of products at the end of the year.

28. DERIVATIVE FINANCIAL INSTRUMENTS

	2025		2024
	Contract amount
HK$'000	Assets
HK$'000	Contract amount
HK$'000	Assets
HK$'000
Forward currency contracts	33,448	203	15,653	242

As at 31 March 2025 and 2024, the forward currency contracts were not designated for hedge accounting and were measured at fair value through profit or loss. Changes in realised gains on non-hedging forward currency contracts totaling HK$546,000 (2024: HK$1,105,000) were credited (2024: credited) to the statement of profit or loss during the year.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

29. INTEREST-BEARING BANK BORROWINGS

	2025			2024
	Effective interest rate p.a. (%)	Maturity	HK$'000	Effective interest rate p.a. (%)	Maturity	HK$'000
Current
Bank import loans – unsecured	4.96%	2025 or on demand	58,663	5.93%	2024 or on demand	3,763
Bank revolving loans – unsecured	–	–	–	4.82%	2024 or on demand	17,150
Bank term loans – unsecured	5.80%	2025 - 2027 or on demand	59,586	6.82%	2024 - 2026 or on demand	115,532
			118,249			136,445
				2025 HK$'000		2024 HK$'000
Analysed into:
Bank loans repayable:
Within one year or on demand				118,249		136,445

Other interest rate information:

	Floating rate
	2025 HK$'000	2024 HK$'000
Bank loans – unsecured	118,249	136,445

As at 31 March 2025, all other borrowings were denominated in HK$ and US dollars (2024: all other borrowings were denominated in EUR, HK$, RMB and US dollars).

At 31 March 2025 and 2024, the interest-bearing bank borrowings were secured by corporate guarantees executed by the Company and certain of its wholly-owned subsidiaries.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

30. DEFERRED TAX

The movements in deferred tax liabilities and assets during the year are as follows:

Deferred tax liabilities/(assets)

	Deferred tax liabilities/(assets)
	Provision
HK$'000	Unutilised tax losses
HK$'000	Depreciation in excess of related depreciation allowance
HK$'000	Depreciation allowance in excess of related depreciation
HK$'000	Fair value adjustments arising from acquisition of a subsidiary
HK$'000	Other temporary difference
HK$'000	Net deferred tax liabilities
HK$'000
At 1 April 2023	(6,480)	(15,369)	(1,070)	38,360	5,897	(491)	20,847
Deferred tax charged/(credited) to the statement of profit or loss during the year
(note 10)	(4,350)	5,921	(160)	3,364	(136)	(407)	4,232
Exchange realignment	145	(55)	–	(70)	(18)	(22)	(20)
At 31 March 2024 and 1 April 2024	(10,685)	(9,503)	(1,230)	41,654	5,743	(920)	25,059
Deferred tax charged/(credited) to the statement of profit or loss during the year
(note 10)	(6,885)	(2,440)	53	(732)	(27)	(136)	(10,167)
Exchange realignment	45	661	–	200	–	92	998
At 31 March 2025	(17,525)	(11,282)	(1,177)	41,122	5,716	(964)	15,890

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

30. DEFERRED TAX (continued)

Deferred tax liabilities/(assets) (continued)

Represented as:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Deferred tax assets | (30,948) | (22,338) |
| Deferred tax liabilities | 46,838 | 47,397 |

At 31 March 2025, the Group had unutilised tax losses arising in Hong Kong and overseas of HK$7,262,000 (2024: HK$8,427,000) and HK$36,446,000 (2024: HK$30,154,000), respectively. Deferred tax assets have been recognised in respect of these losses.

At 31 March 2025, the Group had unrecognised tax losses arising in Hong Kong of HK$6,488,000 (2024: HK$2,293,000) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose. The Group also had unrecognised tax losses arising in Mainland China and overseas countries of HK$20,503,000 (2024: HK$25,320,000) and HK$3,078,000 (2024: HK$2,836,000), respectively, that will expire in five to ten years (2024: seven to ten years) for offsetting against future profits. Deferred tax assets have not been recognised in respect of these losses as they have arisen in subsidiaries that have been loss-making for some time and it is not certain that taxable profits will be available against which the tax losses can be utilised.

Pursuant to the PRC Corporate Income Tax Law, a 10% withholding tax is levied on dividends declared to foreign investors from the foreign investment enterprises established in Mainland China. The requirement is effective from 1 January 2008 and applies to earnings after 31 December 2007. A lower withholding tax rate may be applied if there is a tax treaty between Mainland China and the jurisdiction of the foreign investors. The Group is therefore liable for withholding taxes on dividends distributed by those subsidiaries established in Mainland China in respect of earnings generated from 1 January 2008.

At 31 March 2025, no deferred tax has been recognised for withholding taxes that would be payable on the unremitted earnings that are subject to withholding taxes of the Group's subsidiaries established in Mainland China. In the opinion of the directors, it is not probable that these subsidiaries will distribute such earnings in the foreseeable future. The aggregate amount of temporary differences on undistributed profit of the subsidiaries in Mainland China for which deferred tax liabilities have not been recognised totalled approximately HK$400,703,000 at 31 March 2025 (2024: HK$345,178,000).

There are no income tax consequences attaching to the payment of dividends by the Company to its shareholders.

138 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

31. ISSUED CAPITAL

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Authorised: | | |
| 5,000,000,000 (2024: 5,000,000,000) ordinary
shares of HK$0.10 each | 500,000 | 500,000 |
| Issued and fully paid: | | |
| 842,540,000 (2024: 842,540,000) ordinary
shares of HK$0.10 each | 84,254 | 84,254 |

Shares held under share award scheme

The movements of shares held under share award scheme under reserve accounts were as follows:

| | Notes | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- | --- |
| At beginning of year | | (2,938) | – |
| Shares granted under share award scheme | 7 | 2,651 | 634 |
| Shares purchased under share award scheme | | (1,332) | (3,572) |
| Shares vested under share award scheme | | 552 | – |
| Final 2024 dividend paid in respect of ordinary shares held by share award scheme | 11 | 431 | – |
| At end of year | | (636) | (2,938) |

The movements of shares held under share award scheme were as follows:

| | Number of ordinary
shares held | |
| --- | --- | --- |
| | 2025 | 2024 |
| At beginning of year | 10,212,000 | – |
| Shares purchased under share award scheme | 3,318,000 | 10,212,000 |
| Shares vested under share award scheme | (1,600,000) | – |
| At end of year | 11,930,000 | 10,212,000 |

Note: During the year ended 31 March 2025, pursuant to the share award scheme of the Company, the Company awarded 8,300,000 and 9,300,000 ordinary shares to two executive directors and eleven share award grantees, respectively.
During the year ended 31 March 2024, pursuant to the share award scheme of the Company, the Company awarded 6,000,000 ordinary shares to five share award grantees.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

31. ISSUED CAPITAL (continued)

Share options and share award

Details of the Company’s share option schemes and share award scheme and the share options and share awards issued under the schemes are included in note 32 to the financial statements.

32. SHARE OPTION SCHEME AND SHARE AWARD SCHEME

Share option scheme

The Company had a share option scheme which was adopted on 14 September 2016 (“2016 Share Option Scheme”) following the expiry of the old share option scheme on 14 September 2016 (“2006 Share Option Scheme”). The 2016 Share Option Scheme was terminated in the annual general meeting on 7 September 2023 (the “2023 AGM”). A share option scheme of the Company was adopted in the 2023 AGM (“2023 Share Option Scheme”) under which the Company can grant options to, inter alia, employees of the Group to subscribe for shares of the Company with a view to rewarding those who have contributed to the Group and encouraging employees to work towards enhancing the value of the Company and its shares for the benefit of the Company and Shareholders as a whole.

The maximum number of shares to be issued upon the exercise of all outstanding options granted and yet to be exercised under the 2023 Share Option Scheme and any other share option schemes and share award schemes of the Company shall not exceed 10% of the total number of issued shares of the Company (the “Shares”), being 84,254,000 shares, as at the adoption date of the 2023 Share Option Scheme.

The maximum number of shares issued and to be issued under share options to each eligible participant under the 2023 Share Option Scheme (including exercised and outstanding options but excluding any options and awards lapsed in accordance with the terms of such schemes) within any 12-month period is limited to 1% of the shares of the Company in issue. Any further grant of share options in excess of this limit is subject to shareholders’ approval in a general meeting.

Share options granted to a director, chief executive or substantial shareholder of the Company, or to any of their associates, were subject to approval by the independent non-executive directors of the Company. In addition, any share options granted to a substantial shareholder or any independent non-executive director of the Company, or to any of their associates in excess of 0.1% of the shares of the Company in issue on that date, within any 12-month period, were subject to shareholders’ approval in a general meeting.

The exercise price of share options is determinable by the directors, but may not be less than the higher of (i) the Stock Exchange closing price of the Company’s shares on the date of offer of the share options; and (ii) the average Stock Exchange closing price of the Company’s shares for the five trading days immediately preceding the date of offer; and (iii) the nominal value of the Company’s shares.

140 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

32. SHARE OPTION SCHEME AND SHARE AWARD SCHEME (continued)

Share option scheme (continued)

The exercise period of the share options granted is determinable by the Directors, which may commence from the date of offer of the share options, and ends on a date which is not later than 10 years from the date of offer of the share options.

There are no cash settlement alternatives. The Group does not have a past practice of cash settlement for these share options. The Group accounts for the share option scheme as an equity-settled plan.

Share options do not confer rights on the holders to dividends or to vote at shareholders' meetings.

During the years ended 31 March 2025 and 2024, no share options were granted, exercised and cancelled under the 2006 Share Option Scheme, the 2016 Share Option Scheme and the 2023 Share Option Scheme. At the end of the reporting period, the Company did not have share options outstanding under the 2023 Share Option Scheme. The number of share options available for grant under the 2023 Share Option Scheme and other schemes of the Company under the share scheme mandate limit at 31 March 2025 was 61,854,000 (2024: 78,254,000) representing approximately 7.34% (2024: 8.30%) of the share capital of the Company.

Share award scheme

A share award scheme ("2023 Share Award Plan") has been adopted by the Company in the 2023 AGM. The purposes of the 2023 Share Award Plan are to recognise and reward the contributions of certain eligible participants to the growth and development of the Group, to give incentives in order to retain them for continual operation and development of the Group, and to attract suitable personnel for further development of the Group. The eligible participants include the employee participants and related entity participants.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

32. SHARE OPTION SCHEME AND SHARE AWARD SCHEME (continued)

Share award scheme (continued)

The 2023 Share Award Plan shall be valid and effective for a term of 10 years from 7 September 2023 unless terminated earlier by the Board. The shares to be awarded under the 2023 Share Award Plan (the "Awards") will be acquired by the trustee of the 2023 Share Award Plan (the "Trustee") from the open market from time to time, which will be settled by cash contributed by the Group. The Trustee will hold the Awards in trust for the awardees until such Awards are vested with the awardees in accordance with the provisions of the 2023 Share Award Plan.

The Trustee shall not exercise the voting rights in respect of any shares held under the trust.

The total number of shares to be awarded under the 2023 Share Award Plan shall not exceed 10% of Shares, being 84,254,000 shares, as at the adoption date of the 2023 Share Award Plan from time to time. The maximum number of Shares which may be awarded to a selected participant under the 2023 Share Award Plan shall not exceed 1% of the total number of issued Shares from time to time. As all Awards granted under the 2023 Share Award Plan will be satisfied by existing Shares, no new Shares may be issued in respect of all awards granted during the respective periods to eligible participants pursuant to the 2023 Share Award Plan and the 2023 Share Option Scheme.

During the year ended 31 March 2025, the Company has granted 17,600,000 (2024: 6,000,000) Awards under the 2023 Share Award Plan, 1,600,000 (2024: Nil) Awards were vested, 1,200,000 (2024: Nil) Awards were lapsed, 20,800,000 (2024: 6,000,000) Awards were unvested. The number of Awards available for grant under the 2023 Share Award Plan and other schemes of the Company under the scheme mandate limit at 31 March 2025 was 61,854,000 (2024: 78,254,000), representing approximately 7.34% (2024: 8.30%) of the issued Shares.

Subsequent to the end of the reporting period, on 26 April 2025, 2,800,000 Awards under the 2023 Share Award Plan were vested to the two executive directors.

At the date of approval of these financial statements, 18,000,000 Awards were unvested and the number of Awards available for grant under the 2023 Award Plan and other schemes of the Company under the scheme mandate limit was 61,854,000, representing approximately 7.34% of the issued Shares.

142 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

32. SHARE OPTION SCHEME AND SHARE AWARD SCHEME (continued)

Share award scheme (continued)

Details of the movements of the Awards under the 2023 Share Award Plan during the year ended 31 March 2025 were as follows:

Number of the Awards			Movements during the year
Name of Director/Category of participant	Date of grant	Vesting period	Number of granted Shares	Unvested as at 1 April 2024	Granted during the year	Vested during the year	Lapsed/ cancelled during the year	Unvested as at 31 March 2025	Price of the Company's shares at grant date of the Awards (in HK$)
- Director
Mr. AUYANG Pak Hong Bernard	26 April 2024	26 April 2024 to 25 April 2025	1,700,000	-	1,700,000	-	-	1,700,000	0.445
	26 April 2024	26 April 2024 to 25 April 2026	1,700,000	-	1,700,000	-	-	1,700,000	0.445
	26 April 2024	26 April 2024 to 25 April 2027	1,700,000	-	1,700,000	-	-	1,700,000	0.445
Mr. WONG Wah Shun	26 April 2024	26 April 2024 to 25 April 2025	1,100,000	-	1,100,000	-	-	1,100,000	0.445
	26 April 2024	26 April 2024 to 25 April 2026	1,100,000	-	1,100,000	-	-	1,100,000	0.445
	26 April 2024	26 April 2024 to 25 April 2027	1,000,000	-	1,000,000	-	-	1,000,000	0.445
Subtotal			8,300,000	-	8,300,000	-	-	8,300,000
Other grantees:
- Employee participants:	26 September 2023	26 September 2023 to 25 September 2024	2,000,000	2,000,000	-	1,600,000	400,000	-	0.345
	26 September 2023	26 September 2023 to 25 September 2025	2,000,000	2,000,000	-	-	400,000	1,600,000	0.345
	26 September 2023	26 September 2023 to 25 September 2026	2,000,000	2,000,000	-	-	400,000	1,600,000	0.345
	20 March 2025	20 March 2025 to 19 March 2027	4,650,000	-	4,650,000	-	-	4,650,000	0.410
	20 March 2025	20 March 2025 to 19 March 2028	4,650,000	-	4,650,000	-	-	4,650,000	0.410
- Related entity participants	-	-	-	-	-	-	-	-	N/A
Subtotal			15,300,000	6,000,000	9,300,000	1,600,000	1,200,000	12,500,000
Total			23,600,000	6,000,000	17,600,000	1,600,000	1,200,000	20,800,000

Computime Group Limited - Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

32. SHARE OPTION SCHEME AND SHARE AWARD SCHEME (continued)

Share award scheme (continued)

Details of the movements of the Awards under the 2023 Share Award Plan during the year ended 31 March 2024 were as follows:

Number of the Awards			Movements during the year
Name of Director/Category of participant	Date of grant	Vesting period	Number of granted Shares	Unvested as at 1 April 2023	Granted during the year	Vested during the year	Lapsed/ cancelled during the year	Unvested as at 31 March 2024	Price of the Company's shares at grant date of the Awards (in HK$)
– Employee participants:	26 September 2023	26 September 2023 to 25 September 2024	2,000,000	–	2,000,000	–	–	2,000,000	0.345
	26 September 2023	26 September 2023 to 25 September 2025	2,000,000	–	2,000,000	–	–	2,000,000	0.345
	26 September 2023	26 September 2023 to 25 September 2026	2,000,000	–	2,000,000	–	–	2,000,000	0.345
– Related entity participants	–	–	–	–	–	–	–	–	N/A
Total			6,000,000	–	6,000,000	–	–	6,000,000

During the year ended 31 March 2025, Share-based payment expense of HK$2,651,000 (2024: HK$634,000) was charged to the consolidated statement of profit or loss.

33. RESERVES

The amounts of reserves and the movements therein for the current and prior years are presented in the consolidated statement of changes in equity of the financial statements.

The Group's contributed surplus represents (i) the excess of the nominal value of the shares of the subsidiaries acquired pursuant to the reorganisation of certain subsidiaries of the Group which took place in a prior year over the nominal value of CIL's shares issued in exchange therefor; and (ii) the excess of the nominal value of the shares of the subsidiaries acquired pursuant to the group reorganisation over the nominal value of the Company's shares issued in exchange therefor.

144 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

34. COMMITMENTS

The Group had the following capital commitments at the end of the reporting period:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Contracted, but not provided for: | | |
| Leasehold improvements | – | 1,066 |
| Plant and machinery | 9,602 | 2,199 |
| Computer software | 2,609 | 4,837 |
| | 12,211 | 8,102 |

35. MATERIAL RELATED PARTY TRANSACTIONS

(a) In addition to the transactions and balances set out elsewhere in these financial statements, the Group had the following material transactions with related parties during the year:

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Disposal of fixed assets to a joint venture | – | 6,600 |
| Sales of finished goods to a joint venture | 108 | 896 |
| Service fees to associates | 5,325 | 2,693 |
| Recharge of salary to an associate | – | 369 |

The sales were made with reference to the prices and conditions offered to the major customers of the Group.

(b) Compensation of key management personnel of the Group

| | 2025
HK$'000 | 2024
HK$'000 |
| --- | --- | --- |
| Short term employee benefits | 32,446 | 29,834 |
| Post-employment benefits | 162 | 198 |
| Share-based payment expense | 2,651 | 634 |
| | 35,259 | 30,666 |

Further details of directors' and the chief executive's emoluments are included in note 8 to the financial statements.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

36. FINANCIAL INSTRUMENTS BY CATEGORY

The carrying amounts of each of the categories of financial instruments as at the end of the reporting period are as follows:

Financial assets

	Financial assets at amortised costHK$'000	Financial assets at fair value through other comprehensive incomeDebt investmentsHK$'000	Financial assets at fair value through profit or loss
			Designated as such upon initial recognitionHK$'000	Mandatorily designated as suchHK$'000	TotalHK$'000
2025
Financial asset at fair value through other comprehensive income	-	-	-	-	-
Financial assets at fair value through profit or loss	-	-	12,437	-	12,437
Derivative financial instruments	-	-	-	203	203
Trade receivables	630,434	140,447	-	-	770,881
Amount due from a joint venture	3,005	-	-	-	3,005
Financial assets included in prepayments, deposits and other receivables	57,458	-	-	-	57,458
Cash and bank balances	214,188	-	-	-	214,188
	905,085	140,447	12,437	203	1,058,172
2024
Financial asset at fair value through other comprehensive income	-	-	-	-	-
Financial assets at fair value through profit or loss	-	-	12,065	-	12,065
Derivative financial instruments	-	-	-	242	242
Trade receivables	341,034	168,342	-	-	509,376
Amount due from a joint venture	6,970	-	-	-	6,970
Financial assets included in prepayments, deposits and other receivables	96,824	-	-	-	96,824
Cash and bank balances	226,699	-	-	-	226,699
	671,527	168,342	12,065	242	852,176

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

36. FINANCIAL INSTRUMENTS BY CATEGORY (continued)

Financial assets that are derecognised in their entirety

As part of its normal business, the Group entered into trade receivable factoring arrangements (the “Arrangements”), pursuant to which the Group assigned the rights to certain trade receivables to certain banks. The Group is not exposed to default risks of the trade debtors after the assignment. The Group did not retain any rights on the use of the trade receivables, including the sale, transfer or pledge of the trade receivables to any other third parties. The original carrying value of the trade receivables assigned under the Arrangements that have not been settled as at 31 March 2025 was HK$461,462,000 (2024: HK$517,717,000).

Financial liabilities

| | Financial liabilities at amortised cost
HK$’000 | Total
HK$’000 |
| --- | --- | --- |
| 2025 | | |
| Trade and bills payables | 950,807 | 950,807 |
| Financial liabilities included in other payables and accrued liabilities | 82,520 | 82,520 |
| Interest-bearing bank borrowings | 118,249 | 118,249 |
| Lease liabilities | 62,267 | 62,267 |
| | 1,213,843 | 1,213,843 |
| 2024 | | |
| Trade and bills payables | 745,346 | 745,346 |
| Financial liabilities included in other payables and accrued liabilities | 92,488 | 92,488 |
| Interest-bearing bank borrowings | 136,445 | 136,445 |
| Lease liabilities | 97,642 | 97,642 |
| | 1,071,921 | 1,071,921 |

37. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS

Management has assessed that the fair values of cash and bank balances, trade receivables, trade and bills payables, financial assets included in prepayments, deposits and other receivables, financial liabilities included in other payables and accrued liabilities and interest-bearing bank borrowings approximate to their carrying amounts largely due to the short term maturities of these instruments. The valuations of the Group’s financial asset at fair value through other comprehensive income in Level 3 as at 31 March 2025 and 2024 were conducted with reference to the carrying value of the net asset value of the investment based on the cost approach by management.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

37. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)

As at 31 March 2025 and 2024, the fair value of one of the unlisted equity investments which was classified as financial asset at fair value through profit or loss in Level 3 has been estimated using a discounted cash flow valuation model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flow, discount rate, and discount for lack of marketability. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimates of the fair value.

As at 31 March 2025, the fair value of another unlisted equity investment which was classified as financial asset at fair value through profit or loss in Level 3 has been estimated using a market-based valuation technique based on assumptions that are not supported by observable market prices or rates. The valuation requires the directors to determine comparable public companies based on industry, size, leverage and strategy, and to calculate an appropriate price multiple, such as enterprise value to sales ("EV/S") ratio, and discount for lack of marketability, for each comparable company identified. The multiple is calculated by dividing the enterprise value or market value of invested capital of the comparable company by an earnings measure. The trading multiple is then discounted for considerations such as illiquidity and size differences between the comparable companies based on company-specific facts and circumstances. The discounted multiple is applied to the corresponding earnings measure of the unlisted equity investments to measure the fair value.

As at 31 March 2025 and 2024, the fair value of the remaining unlisted equity investment which was classified as financial asset at fair value through profit or loss in Level 3 has been estimated based on recent transactions of the respective investment.

During the years ended 31 March 2025 and 2024, the Group entered into derivative financial instruments with various counterparties, principally creditworthy banks with no recent history of default. Derivative financial instruments, including forward currency contracts, are measured using valuation techniques similar to forward pricing, using present value calculations. The models incorporate various market observable inputs including the credit quality of counterparties and foreign exchange spot and forward rates. The carrying amounts of forward currency contracts are the same as their fair values.

As at 31 March 2025 and 2024, the derivative financial instruments and trade receivables designated at debt investments at fair value through other comprehensive income were classified under fair value measurement using significant observable inputs within Level 2. The valuations of the Group's trade receivables designated at debt investments at fair value through other comprehensive income as at 31 March 2025 and 2024 were determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

The directors believe that the estimated fair values resulting from the valuation technique, which are recorded in the consolidated statement of financial position, and the related changes in fair values, which are recorded in profit or loss, are reasonable, and that they were the most appropriate values at the end of the reporting period.

148 Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

37. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)

Below is a summary of significant unobservable inputs to the valuation of financial instruments together with a quantitative sensitivity analysis as at 31 March 2025:

	Valuation technique	Significant unobservable inputs	Range	Sensitivity of fair value to the input
Unlisted equity investments	Discounted cash flow valuation model	Discount for lack of marketability	15.6%	5% increase/decrease in discount for lack of marketability would result in decrease/increase in fair value of HK$900,000 to HK$800,000
		Discount rate	14.9%	1% increase/decrease in weighted average cost of capital would result in decrease/increase in fair value of HK$1,000,000 to HK$1,100,000

Below is a summary of significant unobservable inputs to the valuation of financial instruments together with a quantitative sensitivity analysis as at 31 March 2024:

	Valuation technique	Significant unobservable inputs	Range	Sensitivity of fair value to the input
Unlisted equity investments	Discounted cash flow valuation model	Discount for lack of marketability	10.7% to 20.7%	5% increase/decrease in discount for lack of marketability would result in decrease/increase in fair value of HK$700,000 to HK$800,000
		Discount rate	12%	1% increase/decrease in weighted average cost of capital would result in decrease/increase in fair value of HK$1,200,000 to HK$1,500,000

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

37. FAIR VALUE AND FAIR VALUE HIERARCHY OF FINANCIAL INSTRUMENTS (continued)

The movements in fair value measurements in Level 3 during the years ended 31 March 2025 and 2024 are as follows:

| | Equity investments
HK$'000 |
| --- | --- |
| Unlisted investments designated at fair value through profit or loss: | |
| At 1 April 2024 | 12,065 |
| Total losses recognised in the consolidated statement of profit or loss included in other operating income, net | (1,581) |
| Addition of unlisted investment | 1,945 |
| Exchange realignment | 8 |
| At 31 March 2025 | 12,437 |
| | Put option
HK$'000 | Equity investment
HK$'000 |
| --- | --- | --- |
| Unlisted investments designated at fair value through profit or loss: | | |
| At 1 April 2023 | 5,149 | 4,344 |
| Total gains recognised in the consolidated statement of profit or loss included in other operating income, net | 41 | 7,004 |
| Disposal of unlisted investment | (5,190) | (2,560) |
| Addition of unlisted investment | – | 3,277 |
| At 31 March 2024 | – | 12,065 |

During the year, there were no transfers of fair value measurements between Level 1 and Level 2 and no transfers into or out of Level 3 for both financial assets and financial liabilities (2024: Nil).

150

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Group's principal financial instruments comprise interest-bearing bank borrowings, cash and bank balances and time deposits. The main purpose of these financial instruments is to raise finance for the Group's operations. The Group has various other financial assets and liabilities such as trade receivables, financial assets included in prepayments, deposits and other receivables, trade and bills payables, and financial liabilities included in other payables and accrued liabilities, which arise directly from its operations.

The main risks arising from the Group's financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk. Management meets periodically to analyse and formulate measures to manage the Group's exposure to financial risks. Generally, the Group employs a conservative strategy regarding its risk management.

(i) Interest rate risk

The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's bank deposits and debt obligations with floating interest rates.

The interest rates and the terms of repayment of the Group's bank deposits and interest-bearing bank borrowings are disclosed in notes 24 and 29, respectively. The Group did not use any derivative instruments to hedge against its exposure to interest rate risk.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the Group's profit before tax (through the impact on interest-bearing bank borrowings and bank deposits) and the Group's equity.

	Increase/(decrease) in basis points	Increase/(decrease) in profit before tax HK$'000	Increase/(decrease) in equity HK$'000
2025
Bank deposits	100	2,142	1,714
Bank borrowings	100	(1,182)	(946)
Bank deposits	(100)	(2,142)	(1,714)
Bank borrowings	(100)	1,182	946
2024
Bank deposits	100	2,267	1,700
Bank borrowings	100	(1,364)	(1,023)
Bank deposits	(100)	(2,267)	(1,700)
Bank borrowings	(100)	1,364	1,023

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(ii) Foreign currency risk

The Group's exposure to the risk of changes in market currency rates relates primarily to the Group's sales and purchases which are mainly denominated in United States dollars and, to a lesser extent, Euro zone currencies. Certain production and operating overheads of the Group's production facilities in Mainland China are denominated in RMB. Due to the fact that the Hong Kong dollar is pegged to the United States dollar, the Group's exposure to foreign currency risk regarding the United States dollar is low. During the year, the Group managed foreign currency risk arising from certain transactions of RMB, EUR and GBP by the use of forward currency contracts.

The following table demonstrates the sensitivity to a reasonably possible change in the exchange rates of RMB, EUR and GBP against HK$, with all other variables held constant, of the Group's profit before tax and equity (due to changes in the fair value of monetary assets and liabilities, including trade and other receivables, cash and bank balances and trade and other payables).

	Increase/(decrease) in exchange rate against HK$ %	Increase/(decrease) in profit before tax HK$'000	Increase/(decrease) in equity HK$'000
2025
If the Hong Kong dollar weakens against RMB	5	877	877
If the Hong Kong dollar weakens against EUR	5	(13,660)	(13,019)
If the Hong Kong dollar weakens against GBP	5	(1,436)	(1,436)
If the Hong Kong dollar strengthens against RMB	(5)	(877)	(877)
If the Hong Kong dollar strengthens against EUR	(5)	13,660	13,019
If the Hong Kong dollar strengthens against GBP	(5)	1,436	1,436
2024
If the Hong Kong dollar weakens against RMB	5	60	60
If the Hong Kong dollar weakens against EUR	5	8,103	8,747
If the Hong Kong dollar weakens against GBP	5	81	81
If the Hong Kong dollar strengthens against RMB	(5)	(60)	(60)
If the Hong Kong dollar strengthens against EUR	(5)	(8,103)	(8,747)
If the Hong Kong dollar strengthens against GBP	(5)	(81)	(81)

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Credit risk

The Group trades only with recognised and creditworthy third parties. It is the Group's policy that all customers who wish to trade on credit terms are subject to credit verification procedures. Outstanding receivable balances are monitored on an ongoing basis. In addition, the Group had no significant historical bad debt records in prior years. Accordingly, the Group's exposure to credit risk is not significant. In addition, certain trade receivables were covered by credit insurance purchased by the Group.

Maximum exposure and year-end staging

The tables below show the credit quality and the maximum exposure to credit risk based on the Group's credit policy, which is mainly based on past due information unless other information is available without undue cost or effort, and year-end staging classification as at 31 March. The amounts presented are gross carrying amounts for financial assets.

	12-month ECLs		Lifetime ECLs
	Stage 1 HK$’000	Stage 2 HK$’000	Stage 3 HK$’000	Simplified approach HK$’000	Total HK$’000
As at 31 March 2025
Debt investments at fair value through other comprehensive income
- Trade receivables*	-	-	-	140,447	140,447
Trade receivables*	-	-	-	633,375	633,375
Amount due from a joint venture	-	-	-	3,005	3,005
Financial assets included in prepayments, deposits and other receivables
- Normal**	57,458	-	-	-	57,458
Cash and bank balances
- Not yet past due	214,188	-	-	-	214,188
	271,646	-	-	776,827	1,048,473

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iii) Credit risk (continued)

Maximum exposure and year-end staging (continued)

	12-month ECLs		Lifetime ECLs		Simplified approach HK$’000
	Stage 1 HK$’000	Stage 2 HK$’000	Stage 3 HK$’000
As at 31 March 2024
Debt investments at fair value through other comprehensive income
- Trade receivables*	-	-	-	168,342	168,342
Trade receivables*	-	-	-	347,129	347,129
Amount due from a joint venture	-	-	-	6,970	6,970
Financial assets included in prepayments, deposits and other receivables
- Normal**	96,824	-	-	-	96,824
Cash and bank balances
- Not yet past due	226,699	-	-	-	226,699
	323,523	-	-	522,441	845,964

For trade receivables to which the Group applies the simplified approach for impairment, information based on the provision matrix is disclosed in note 22 to the financial statements.
** The credit quality of the financial assets included in prepayments, deposits and other receivables is considered to be "normal" when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition.

Since the Group trades only with creditworthy third parties, there is no requirement for collateral. Concentrations of credit risk are managed by analysis by customer/counterparty, by geographical region and by industry sector. There are no significant concentrations of credit risk within the Group as the customer bases of the Group's trade receivables were widely dispersed in different sectors and industries.

Further quantitative data in respect of the Group's exposure to credit risk arising from trade receivables are disclosed in note 22 to the financial statements.

Computime Group Limited - Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(iv) Liquidity risk

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and lease liabilities. In addition, banking facilities have been put in place for contingency purposes.

The maturity profile of the Group's financial liabilities as at the end of the reporting period, based on the contractual undiscounted payments, was as follows:

2025

	Within one year/ on demand HK$’000	One to five years HK$’000	Total HK$’000
Trade and bills payables	950,807	–	950,807
Financial liabilities included in other payables and accrued liabilities	82,520	–	82,520
Interest-bearing bank borrowings	118,249	–	118,249
Lease liabilities	40,351	25,928	66,279
	1,191,927	25,928	1,217,855

2024

	Within one year/ on demand HK$’000	One to five years HK$’000	Total HK$’000
Trade and bills payables	745,346	–	745,346
Financial liabilities included in other payables and accrued liabilities	92,488	–	92,488
Interest-bearing bank borrowings	136,445	–	136,445
Lease liabilities	47,058	54,758	101,816
	1,021,337	54,758	1,076,095

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

38. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)

(v) Capital management

The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’ value.

The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2025 and 2024.

The Group’s capital comprises all components of equity. As at 31 March 2025, the Group had net cash of HK$95,939,000 (2024: HK$90,254,000), representing total cash and bank balances less total interest-bearing bank borrowings.

The Group is subject to capital requirements imposed by various banks for banking facilities granted. During the year, the Group has complied with the capital requirements imposed by these banks.

39. STATEMENT OF FINANCIAL POSITION OF THE COMPANY

Information about the statement of financial position of the Company at the end of the reporting period is as follows:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| NON-CURRENT ASSETS | | |
| Interests in subsidiaries | 911,935 | 958,693 |
| Total non-current assets | 911,935 | 958,693 |
| CURRENT ASSETS | | |
| Prepayments, deposits and other receivables | 10,621 | 3,383 |
| Cash and bank balances | 98 | 688 |
| Total current assets | 10,719 | 4,071 |
| CURRENT LIABILITIES | | |
| Other payables and accrued liabilities | 4,436 | 1,198 |
| Tax payable | 376 | 127 |
| Total current liabilities | 4,812 | 1,325 |
| NET CURRENT ASSETS | 5,907 | 2,746 |
| Net assets | 917,842 | 961,439 |
| EQUITY | | |
| Issued capital | 84,254 | 84,254 |
| Reserves (note) | 833,588 | 877,185 |
| Total equity | 917,842 | 961,439 |

Compulime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

39. STATEMENT OF FINANCIAL POSITION OF THE COMPANY (continued)

Note:

A summary of the Company's reserves is as follows:

	Share premium account HK$’000	Contributed surplus HK$’000	Share option reserve HK$’000	Shares held under share award scheme HK$’000	Retained profits HK$’000	Total HK$’000
At 1 April 2023	396,142	353,435	–	–	148,854	898,431
Shares granted under share award scheme	–	–	–	634	–	634
Shares purchased under share award scheme	–	–	–	(3,572)	–	(3,572)
Total comprehensive expense for the year	–	–	–	–	(615)	(615)
Final 2023 dividend paid	–	–	–	–	(17,693)	(17,693)
At 31 March 2024 and 1 April 2024	396,142	353,435	–	(2,938)	130,546	877,185
Shares granted under share award scheme	–	–	–	2,651	–	2,651
Shares purchased under share award scheme	–	–	–	(1,332)	–	(1,332)
Shares vested under share award scheme	–	–	–	552	(552)	–
Total comprehensive expense for the year	–	–	–	–	(3,220)	(3,220)
Final 2024 dividend paid	–	–	–	431	(42,127)	(41,696)
At 31 March 2025	396,142	353,435	–	(636)	84,647	833,588

The Company's contributed surplus represents the excess of the fair value of the shares of the subsidiaries acquired pursuant to the reorganisation (note 33), over the previous nominal value of the Company's shares issued in exchange therefor. Under the Companies Law of the Cayman Islands, the contributed surplus may be distributed to the shareholders of the Company, provided that immediately following the date on which the dividend is proposed to be distributed the Company will be in a position to pay off its debts as and when they fall due in the ordinary course of business.

40. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS

(a) Major non-cash transactions

(i) During the year, the Group had non-cash additions to right-of-use assets and lease liabilities of HK$15,045,000 (2024: HK$22,017,000) and HK$15,045,000 (2024: HK$22,018,000), respectively, in respect of lease arrangements for properties.

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

40. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS (continued)

(b) Changes in liabilities arising from financing activities

| | Interest-bearing bank borrowings
HK$’000 | Lease liabilities
HK$’000 |
| --- | --- | --- |
| At 31 March 2023 | 223,510 | 126,223 |
| Changes from financing cash flows | (87,062) | (52,898) |
| New leases | – | 22,018 |
| Interest expenses | – | 4,249 |
| Effect of foreign exchange rate changes, net | (3) | (1,950) |
| At 31 March 2024 and 1 April 2024 | 136,445 | 97,642 |
| Changes from financing cash flows | (16,800) | (49,444) |
| New leases | – | 15,045 |
| Interest expenses | – | 4,281 |
| Lease modification | – | (3,145) |
| Effect of foreign exchange rate changes, net | (1,396) | (2,112) |
| At 31 March 2025 | 118,249 | 62,267 |

(c) Total cash outflow for leases

The total cash outflow for leases included in the statement of cash flows is as follows:

| | 2025
HK$’000 | 2024
HK$’000 |
| --- | --- | --- |
| Within operating activities | 2,495 | 1,818 |
| Within investing activities | – | 2,631 |
| Within financing activities | 49,444 | 52,898 |
| | 51,939 | 57,347 |

Computime Group Limited — Annual Report 2024/2025

Notes to Financial Statements (continued)

31 March 2025

41. PARTLY-OWNED SUBSIDIARY WITH MATERIAL NON-CONTROLLING INTERESTS

Details of the Group's subsidiary that has material non-controlling interests are set out below:

	2025	2024
Percentage of equity interest held by Braeburn's non-controlling interests:
Braeburn	10%	10%
	2025	2024
	HK$'000	HK$'000
Loss for the year allocated to non-controlling interests:
Braeburn	(1,213)	(351)
Accumulated balances of non-controlling interests at the reporting date:
Braeburn	2,972	4,208

The following tables illustrate the summarised financial information of Braeburn. The amounts disclosed are before any inter-company eliminations:

	2025	2024
	HK$'000	HK$'000
Revenue	99,540	131,732
Total expenses	(111,517)	(134,840)
Loss for the year	(11,977)	(3,108)
Total comprehensive expense	(11,977)	(3,108)
Current assets	25,052	33,337
Non-current assets	30,683	32,287
Current liabilities	(18,860)	(16,765)
Non-current liabilities	(6,781)	(6,781)
Net cash flows used in operating activities	(50)	(4,635)
Net cash flows used in investing activities	(5)	(230)
Net cash flows from financing activities	220	29
Net increase/(decrease) in cash and cash equivalents	166	(4,836)

42. APPROVAL OF THE FINANCIAL STATEMENTS

The financial statements were approved and authorised for issue by the board of directors on 30 June 2025.

Computime Group Limited - Annual Report 2024/2025

Financial Summary

Results

	Year ended 31 March
	2025
HK$'000	2024
HK$'000	2023
HK$'000	2022
HK$'000	2021
HK$'000
REVENUE	3,996,600	4,037,818	4,204,764	4,184,831	3,596,660
PROFIT BEFORE TAX	112,881	107,580	31,392	102,861	102,494
INCOME TAX EXPENSE	(22,576)	(23,668)	(7,853)	(19,141)	(21,103)
PROFIT FOR THE YEAR	90,305	83,912	23,539	83,720	81,391
ATTRIBUTABLE TO:
OWNERS OF THE COMPANY	92,602	84,772	22,504	84,227	81,391
NON-CONTROLLING INTERESTS	(2,297)	(860)	1,035	(507)	–
	90,305	83,912	23,539	83,720	81,391

Assets, Liabilities and Non-controlling Interests

	As at 31 March
	2025
HK$'000	2024
HK$'000	2023
HK$'000	2022
HK$'000	2021
HK$'000
TOTAL ASSETS	2,808,787	2,620,928	2,940,731	2,799,964	2,487,620
TOTAL LIABILITIES	(1,406,155)	(1,236,491)	(1,617,916)	(1,410,076)	(1,089,201)
NET ASSETS	1,402,632	1,384,437	1,322,815	1,389,888	1,398,419
EQUITY ATTRIBUTABLE TO
OWNERS OF THE COMPANY	1,401,268	1,380,738	1,318,240	1,386,401	1,398,410
NON-CONTROLLING INTERESTS	1,364	3,699	4,575	3,487	9
TOTAL EQUITY	1,402,632	1,384,437	1,322,815	1,389,888	1,398,419

160
Computime Group Limited — Annual Report 2024/2025

AI assistant

Computime Group Limited — Annual Report 2025

49123_rns_2025-07-17_547ed47a-aea2-457c-adb9-961f98ff9459.pdf

Annual Report

WE ENABLE SMART & SUSTAINABLE LIVING

CONTENTS

Corporate Information

Chairman Emeritus

Directors

Executive Directors

Non-executive Directors

Independent Non-executive Directors

Authorised Representatives under the Listing Rules

Company Secretary

Executive Committee

Audit Committee

Nomination Committee

Remuneration Committee

Registered Office

Head Office and Principal Place of Business

Principal Share Registrar and Transfer Office

Hong Kong Branch Share Registrar and Transfer Office

Website

Stock Code

Investor Relations

Auditor

Legal Advisors

Principal Bankers

Chairman's Statement

Operating Against Global Economic Headwinds

Innovation, Expansion, and Operational Excellence

Operationalizing the Strategic Five-Year Plan Through Glocalization

Region-to-Region Model

Hub and Spoke Model

Global Footprint and Specialized and Flexible Hybrid Model

Chairman's Statement (continued)

Harnessing AI and Emerging Technologies for Smarter Solutions

Outlook

Build a Resilient and Scalable Global Business

Strengthen Global Presence

Accelerate Growth

Enhance Operational Agility

Appreciation

Management Discussion and Analysis

Market Overview

Geopolitical and Trade Developments

Economic Growth and Monetary Policy Outlook

New Home-Build Activity Slows Down

Business and Financial Review

Group Operational Review

Control Solutions

Branded Business

Our Approach: Glocalization Focus within our Five-Year Plan

Strategies Under Glocalization

Corporate Priorities

Targeted Growth

1 to N Technologies

Globalization Rewired

Operation Remastered

Sustainability Stewardship

Outlook

Market Opportunities

Southeast Asia Expansion

Operational Optimization and Strategic Investment

Conclusion

Liquidity, Financial Resources, and Capital Structure

Treasury Policies

Capital Expenditure and Commitments

Contingent Liabilities

Charges on Assets

Employee Information

Share Schemes

Profile of Chairman Emeritus, Directors, Senior Management and Company Secretary

Directors

Executive Directors

AUYANG Pak Hong Bernard, aged 57

WONG Wah Shun, aged 62

Non-executive Directors

Independent Non-executive Directors

LEE Shang Yuee Christabel, aged 52

Computime Group Limited Annual Report 2025