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Sunray Engineering Group Limited — Interim / Quarterly Report 2025
Nov 14, 2025
51506_rns_2025-11-14_6b1de7a1-29ba-4df0-90ac-41f6041ea17d.pdf
Interim / Quarterly Report
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Sunray Engineering Group Limited
新威工程集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8616)
INTERIM RESULTS ANNOUNCEMENT
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
The board (the "Board") of directors (the "Directors") of Sunray Engineering Group Limited (the "Company") is pleased to announce the unaudited consolidated results of the Company and its subsidiaries for the six months ended 30 September 2025. This announcement, containing the full text of the interim report of the Company for the six months ended 30 September 2025 (the "2025 Interim Report"), complies with the relevant requirements of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") in relation to information to accompany preliminary announcement of interim results. The printed version of the 2025 Interim Report will be despatched to the shareholders of the Company and available for viewing on the websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.sunray.com.hk in due course in the manner as required by the GEM Listing Rules.
By Order of the Board
Sunray Engineering Group Limited
Lam Ka Wing
Chairman and Executive Director
Hong Kong, 14 November 2025
As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Lam Ka Wing and Ms. Wong Pui Yee Edith; and three independent non-executive Directors, namely Ms. Cho Mei Ting, Mr. Ho Ka Kit and Mr. Ng Kwun Wan.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; and (2) there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange at www.hkexnews.hk for at least 7 days from the date of its posting and on the Company's website at www.sunray.com.hk.
- 2 -
CHARACTERISTICS OF GEM OF THE STOCK EXCHANGE OF HONG KONG LIMITED (THE "STOCK EXCHANGE")
GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.
Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.
Hong Kong Exchanges and Clearing Limited and the Stock Exchange take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.
This report, for which the directors (collectively the "Directors" and individually a "Director") of Sunray Engineering Group Limited (the "Company") collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules") for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.

CONTENTS
Corporate Information 2
Financial Highlights 3
Unaudited Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income 4
Unaudited Condensed Consolidated Statement of Financial Position 5
Unaudited Condensed Consolidated Statement of Changes in Equity 6
Unaudited Condensed Consolidated Statement of Cash Flows 7
Notes to the Unaudited Condensed Consolidated Financial Statements 9
Management Discussion and Analysis 21
Other Information 28
CORPORATE INFORMATION
BOARD OF DIRECTORS
Executive Directors
Mr. Lam Ka Wing (Chairman and Chief Executive Officer)
Ms. Wong Pui Yee Edith
Independent non-executive Directors
Mr. Ng Kwun Wan
Ms. Cho Mei Ting
Mr. Ho Ka Kit
AUDIT COMMITTEE
Mr. Ng Kwun Wan (Chairman)
Ms. Cho Mei Ting
Mr. Ho Ka Kit
REMUNERATION COMMITTEE
Ms. Cho Mei Ting (Chairlady)
Mr. Ho Ka Kit
Mr. Ng Kwun Wan
NOMINATION COMMITTEE
Mr. Ho Ka Kit (Chairman)
Ms. Cho Mei Ting
Mr. Ng Kwun Wan
COMPANY SECRETARY
Mr. Lo Kai Yeung Kenneth
(Member of the HKICPA)
AUTHORISED REPRESENTATIVES
Mr. Lam Ka Wing
Mr. Lo Kai Yeung Kenneth
PRINCIPAL BANKER
Bank of China (Hong Kong) Limited
Bank of China Tower
1 Garden Road
Central
Hong Kong
AUDITOR
Deloitte Touche Tohmatsu
Certified Public Accountants
Registered Public Interest Entity Auditor
35/F, One Pacific Place
88 Queensway
Hong Kong
LEGAL ADVISERS AS TO HONG KONG LAW
Hastings & Co.
11/F, Gloucester Tower
The Landmark
15 Queen's Road Central
Hong Kong
HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE
Tricor Investor Services Limited
17/F, Far East Finance Centre
16 Harcourt Road
Hong Kong
CAYMAN ISLANDS PRINCIPAL SHARE REGISTRAR AND TRANSFER OFFICE
Ocorian Trust (Cayman) Limited
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
CAYMAN ISLANDS REGISTERED OFFICE
Windward 3, Regatta Office Park
P.O. Box 1350
Grand Cayman KY1-1108
Cayman Islands
PRINCIPAL PLACE OF BUSINESS IN HONG KONG
5/F, International Industrial Building
501-503 Castle Peak Road
Kowloon, Hong Kong
WEBSITE
www.sunray.com.hk
STOCK CODE
08616
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
FINANCIAL HIGHLIGHTS
HIGHLIGHTS
- The revenue of the Group amounted to approximately HK$87.6 million for the six months ended 30 September 2025, representing an increase of approximately 11.0% as compared to that of approximately HK$78.9 million for the six months ended 30 September 2024.
- The gross profit amounted to approximately HK$26.1 million for the six months ended 30 September 2025, representing an increase of approximately 20.3% as compared to that of approximately HK$21.7 million for the six months ended 30 September 2024.
- The net profit amounted to approximately HK$1.6 million for the six months ended 30 September 2025 as compared to the net loss of approximately HK$2.4 million for the six months ended 30 September 2024.
- Basic and diluted earnings per share was HK$0.16 cents for the six months ended 30 September 2025 (six months ended 30 September 2024: loss of HK$0.24 cents).
- The Board does not recommend the payment of any dividend for the six months ended 30 September 2025 (six months ended 30 September 2024: Nil).
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the six months ended 30 September 2025
The board of Directors (the "Board") of the Company is pleased to announce the unaudited condensed consolidated financial results of the Company and its subsidiaries (collectively the "Group") for the six months ended 30 September 2025, together with the comparative figures for the corresponding period in 2024, as follows:
| Notes | Six months ended 30 September | ||
|---|---|---|---|
| 2025 | |||
| HK$'000 | |||
| (Unaudited) | 2024 | ||
| HK$'000 | |||
| (Unaudited) | |||
| Revenue | 3 | 87,600 | 78,909 |
| Cost of sales and services | (61,492) | (57,222) | |
| Gross profit | 26,108 | 21,687 | |
| Other income | 5 | 86 | 154 |
| Other gains and losses | 6 | 26 | 278 |
| Impairment losses, net of reversal | (151) | (35) | |
| Selling and distribution costs | (3,386) | (3,520) | |
| Administrative expenses | (19,628) | (19,941) | |
| Finance costs | 7 | (391) | (536) |
| Profit (loss) before taxation | 8 | 2,664 | (1,913) |
| Income tax expense | 9 | (1,026) | (505) |
| Profit (loss) for the period | 1,638 | (2,418) | |
| Other comprehensive expense for the period | |||
| Item that may be reclassified subsequently to profit or loss: | |||
| Exchange differences arising on translation of foreign operations | (4) | — | |
| Total comprehensive income (expense) for the period: | 1,634 | (2,418) | |
| Earnings (loss) per share | |||
| Basic (HK cents) | 10 | 0.16 | (0.24) |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 September 2025
| | Notes | As at
30 September
2025
HK$'000
(Unaudited) | As at
31 March
2025
HK$'000
(Audited) |
| --- | --- | --- | --- |
| Non-current assets | | | |
| Property and equipment | 12 | 43,993 | 45,221 |
| Right-of-use assets | 12 | 3,331 | 4,263 |
| Rental and other deposits | | 140 | 140 |
| | | 47,464 | 49,624 |
| Current assets | | | |
| Inventories | | 15,833 | 18,618 |
| Trade and other receivables | 13 | 28,128 | 17,831 |
| Contract assets | 14 | 114,212 | 109,595 |
| Bank balances and cash | | 38,999 | 49,123 |
| | | 197,172 | 195,167 |
| Current liabilities | | | |
| Trade and other payables | 15 | 23,492 | 21,684 |
| Contract liabilities | 14 | 21,120 | 22,748 |
| Lease liabilities | | 1,457 | 1,602 |
| Taxation payable | | 3,547 | 2,347 |
| Bank borrowings | 16 | 18,080 | 20,439 |
| | | 67,696 | 68,820 |
| Net current assets | | 129,476 | 126,347 |
| Total assets less current liabilities | | 176,940 | 175,971 |
| Non-current liabilities | | | |
| Lease liabilities | | 1,276 | 1,941 |
| Deferred taxation | | 532 | 532 |
| | | 1,808 | 2,473 |
| Net assets | | 175,132 | 173,498 |
| Capital and reserves | | | |
| Share capital | 17 | 10,000 | 10,000 |
| Reserves | | 165,132 | 163,498 |
| Total equity | | 175,132 | 173,498 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 30 September 2025
| | Share capital
HK$'000 | Share premium
HK$'000 | Legal reserve
HK$'000
(Note) | Other reserve
HK$'000 | Translation reserve
HK$'000 | Capital contribution
HK$'000 | Retained profits
HK$'000 | Total
HK$'000 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| At 31 March 2024 (audited) | 10,000 | 31,055 | 24 | 49 | — | 36,724 | 108,913 | 186,765 |
| Loss and total comprehensive expense for the period | — | — | — | — | — | — | (2,418) | (2,418) |
| At 30 September 2024 (unaudited) | 10,000 | 31,055 | 24 | 49 | — | 36,724 | 106,495 | 184,347 |
| At 31 March 2025 (audited) | 10,000 | 31,055 | 24 | 49 | 13 | 36,724 | 95,633 | 173,498 |
| Profit for the period | — | — | — | — | — | — | 1,638 | 1,638 |
| Exchange differences arising on translation of financial statements of foreign operations and other comprehensive expense for the period | — | — | — | — | (4) | — | — | (4) |
| Total comprehensive income (expense) for the period | — | — | — | — | (4) | — | 1,638 | 1,634 |
| At 30 September 2025 (unaudited) | 10,000 | 31,055 | 24 | 49 | 9 | 36,724 | 97,271 | 175,132 |
Note: In accordance with Article 377 of the Commercial Code of Macau Special Administrative Region ("Macau"), the subsidiaries registered in Macau are required to transfer part of their profits of the accounting period of not less than 25% to legal reserve, until the amount reaches an amount equal to half of the respective share capital.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 September 2025
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Operating activities | ||
| Profit (loss) before taxation | 2,664 | (1,913) |
| Adjustments for: | ||
| Gain on disposal of property and equipment | (80) | (307) |
| Loss arising from early termination of lease contracts | — | 1 |
| Depreciation | 2,931 | 2,903 |
| Bank interest income | (84) | (154) |
| Impairment losses, net of reversal | 151 | 35 |
| Interest expenses | 391 | 536 |
| Operating cash flows before movements in working capital | 5,973 | 1,101 |
| Decrease (increase) in inventories | 2,785 | (2,339) |
| Increase in trade and other receivables | (10,423) | (1,393) |
| (Increase) decrease in contract assets | (4,642) | 4,856 |
| Increase in trade and other payables | 1,808 | 2,124 |
| (Decrease) increase in contract liabilities | (1,628) | 7,962 |
| Cash (used in) from operations | (6,127) | 12,311 |
| Hong Kong Profits Tax refunded | 172 | — |
| Hong Kong Profits Tax paid | — | (749) |
| Net cash (used in) from operating activities | (5,955) | 11,562 |
| Investing activities | ||
| Purchase of property and equipment | (701) | (548) |
| Proceeds from disposal of property and equipment | 80 | 696 |
| Interest received | 84 | 154 |
| Net cash (used in) from investing activities | (537) | 302 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 30 September 2025
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Financing activities | ||
| Repayment of lease liabilities | (878) | (1,406) |
| Repayment of bank borrowings | (2,359) | (957) |
| Interest paid | (391) | (481) |
| Net cash used in financing activities | (3,628) | (2,844) |
| Net (decrease) increase in cash and cash equivalents | (10,120) | 9,020 |
| Effect of foreign exchange rate changes | (4) | — |
| Cash and cash equivalents at beginning of the period | 49,123 | 35,185 |
| Cash and cash equivalents at end of the period, | ||
| represented by bank balances and cash | 38,999 | 44,205 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
1. GENERAL
The Company was incorporated and registered as an exempted company with limited liability in the Cayman Islands under the Companies Law Chapter 22 of the Cayman Islands on 12 February 2019. The address of the Company's registered office is Windward 3, Regatta Office Park, P.O. Box 1350, Grand Cayman KY1-1108, Cayman Islands and the Company's principal place of business is 5/F, International Industrial Building, 501-503 Castle Peak Road, Kowloon, Hong Kong.
Upon completion of a group reorganisation (the "Group Reorganisation") on 29 March 2019, the Company has become the holding company now comprising the Group. Details of the Group Reorganisation are set out in the Company's prospectus dated 31 March 2020 in connection with the initial listing of shares of the Company on GEM of the Stock Exchange (the "Listing"). Since 23 April 2020 (the "Listing Date"), the Company has been listed on GEM of the Stock Exchange.
The Company is an investment holding company. The Company and its subsidiaries are principally engaged in provision of building protection works and supply of building protection products. The Company's immediate and ultimate holding company is Ultra Success Industries Limited ("Ultra Success"), a limited liability company incorporated in the British Virgin Islands ("BVI"). The ultimate controlling shareholder of the Group is Mr. Lam Ka Wing ("Mr. Lam").
The unaudited condensed consolidated financial statements are presented in HK$, which is also the functional currency of the Company.
The condensed consolidated financial statements for the six months ended 30 September 2025 (the "Interim Financial Statements") are unaudited but were reviewed by the audit committee of the Company (the "Audit Committee") and approved for issue by the Board on 14 November 2025.
2. BASIS OF PREPARATION
The Interim Financial Statements have been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 — Interim Financial Reporting issued by the Hong Kong Institute of Certified Public Accountants (the "HKICPA") as well as with the applicable disclosure requirements of the GEM Listing Rules. The Interim Financial Statements do not include all of the information required for full set of financial statements prepared in accordance with the Hong Kong Financial Reporting Standards ("HKFRSs") and should be read in conjunction with the Company's consolidated financial statements for the year ended 31 March 2025 (the "2025 Annual Report").
The accounting policies and methods of computation applied in the preparation of the Interim Financial Statements are consistent with those applied in the preparation of the 2025 Annual Report except for the adoption of new or revised standards, amendments and interpretations issued by the HKICPA mandatory for annual accounting periods beginning on or after 1 April 2025. The adoption of these new or revised standards, amendments and interpretations in the current accounting period had no significant change in accounting policies and no significant effect on the financial results of the Group. In addition, the Group has not early adopted any new standard, interpretation or amendment that has been issued but is not yet effective for the current accounting period.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
2. BASIS OF PREPARATION (CONTINUED)
The Interim Financial Statements have been prepared on the historical cost basis.
Accounting estimates and assumptions are used in the preparation of financial statements. Although these estimates are based on management's best knowledge and judgment of current events and actions, actual results may ultimately be different from those estimates and assumptions. In preparing the Interim Financial Statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied in the 2025 Annual Report.
3. REVENUE
Revenue represents the fair value of amounts received and receivable from provision of building protection works and supply of building protection products.
An analysis of the Group's revenue is as follows:
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Provision of building protection works, recognised over time: | ||
| Residential buildings | 23,573 | 19,115 |
| Community facilities (Note) | 35,566 | 28,927 |
| Commercial buildings | 11,214 | 4,677 |
| 70,353 | 52,719 | |
| Supply of building protection products, recognised at a point in time | 17,247 | 26,190 |
| 87,600 | 78,909 |
Note: Community facilities include sports centres, theatre, hospital, power stations and other community facilities.
All the Group's provision of building protection works are made directly with customers which are mainly construction companies and contractors in Hong Kong. The duration of building protection works normally varies from 1 to 4 years. The Group's customers of building protection products are mainly located in Hong Kong and Macau.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For the six months ended 30 September 2025
4. SEGMENT INFORMATION
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker (the "CODM"), being Mr. Lam, in order for CODM to allocate resources and assess performance. No operating segments identified by the CODM have been aggregated in arriving at the reporting segments of the Group.
Specifically, the Group's reporting and operating segments under HKFRS 8 "Operating Segments" are as follows:
- Provision of building protection works; and
- Supply of building protection products.
The CODM makes decisions according to the operating results of each segment. No analysis of segment assets and segment liabilities is presented as the CODM does not regularly review such information for the purposes of resources allocation and performance assessment. Therefore, only segment revenue and segment results are presented.
Segment revenue and results
The following is an analysis of the Group's revenue and results by operating segments:
For the six months ended 30 September 2025 (unaudited)
| Provision of building protection works HK$'000 | Supply of building protection products HK$'000 | Total HK$'000 | |
|---|---|---|---|
| Segment revenue — external | 70,353 | 17,247 | 87,600 |
| Segment results | 18,132 | 7,976 | 26,108 |
| Other income | 86 | ||
| Other gains and losses | 26 | ||
| Impairment losses, net of reversal | (151) | ||
| Selling and distribution costs | (3,386) | ||
| Administrative expenses | (19,628) | ||
| Finance costs | (391) | ||
| Profit before taxation | 2,664 |
11
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
4. SEGMENT INFORMATION (CONTINUED)
Segment revenue and results (Continued)
For the six months ended 30 September 2024 (unaudited)
| Provision of building protection works HK$’000 | Supply of building protection products HK$’000 | Total HK$’000 | |
|---|---|---|---|
| Segment revenue — external | 52,719 | 26,190 | 78,909 |
| Segment results | 9,826 | 11,861 | 21,687 |
| Other income | 154 | ||
| Other gains and losses | 278 | ||
| Impairment losses, net of reversal | (35) | ||
| Selling and distribution costs | (3,520) | ||
| Administrative expenses | (19,941) | ||
| Finance costs | (536) | ||
| Loss before taxation | (1,913) |
Segment results represent the profit before tax earned by each segment without allocation of other income, other gains and losses, impairment losses, net of reversal, selling and distribution costs, administrative expenses and finance costs. This is the measure reported to the CODM for the purposes of resources allocation and assessment of segment performance.
Geographical information
The Group's operations are located in Hong Kong, Macau and Mainland China. Analysis of the Group's revenue by geographical location is detailed below:
| Six months ended 30 September | ||
|---|---|---|
| 2025 HK$’000 (Unaudited) | 2024 HK$’000 (Unaudited) | |
| Hong Kong | 85,252 | 70,971 |
| Macau | 2,282 | 7,938 |
| Mainland China | 66 | — |
| 87,600 | 78,909 |
The Group's non-current assets, excluding financial assets, are substantially situated in Hong Kong.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For the six months ended 30 September 2025
5. OTHER INCOME
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Bank interest income | 84 | 154 |
| Sundry income | 2 | — |
| 86 | 154 |
6. OTHER GAINS AND LOSSES
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Net exchange loss | (54) | (28) |
| Gain on disposal of property and equipment | 80 | 307 |
| Loss arising from early termination | ||
| of lease contracts | — | (1) |
| 26 | 278 |
7. FINANCE COSTS
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Interests on: | ||
| – bank borrowings | 332 | 481 |
| – lease liabilities | 59 | 55 |
| 391 | 536 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
8. PROFIT (LOSS) BEFORE TAXATION
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Profit (loss) before taxation has been arrived at after charging: | ||
| Directors' emoluments | 5,950 | 6,109 |
| Other staff costs | 16,734 | 16,111 |
| Retirement benefit schemes contributions | ||
| for other staff | 625 | 567 |
| Total staff costs | 23,309 | 22,787 |
| Auditor's remuneration | 200 | 200 |
| Cost of inventories recognised as an expense | 32,487 | 30,811 |
| Depreciation of property and equipment | 1,929 | 1,835 |
| Depreciation of right-of-use assets | 1,002 | 1,068 |
9. INCOME TAX EXPENSE
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Hong Kong Profits Tax | 1,026 | 505 |
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions in which members of the Group are domiciled and operate.
Under the two-tiered profits tax rates regime of Hong Kong Profits Tax, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly, the Hong Kong Profits Tax of the qualifying group entity is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million.
No provision for Macau Complementary Tax is made as the Group has no estimated assessable profits exceeding Macau Pataca 600,000 for both periods.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For the six months ended 30 September 2025
10. EARNINGS (LOSS) PER SHARE
The calculation of basic earnings (loss) per share attributable to owners of the Company is based on the following data:
| Six months ended 30 September | ||
|---|---|---|
| 2025 | ||
| HK$'000 | ||
| (Unaudited) | 2024 | |
| HK$'000 | ||
| (Unaudited) | ||
| Profit (loss) for the period attributable to owners of the Company | ||
| for the purpose of calculating basic earnings (loss) per share | 1,638 | (2,418) |
| '000 | '000 | |
| Weighted average number of ordinary shares for the purpose of | ||
| calculating basic earnings (loss) per share | 1,000,000 | 1,000,000 |
No diluted earnings (loss) per share for both periods ended 30 September 2025 and 2024 were presented as there were no potential ordinary shares in issue for both periods.
11. DIVIDENDS
The Board does not recommend the payment of any dividend for the six months ended 30 September 2025 (six months ended 30 September 2024: Nil).
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
16
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
12. PROPERTY AND EQUIPMENT AND RIGHT-OF-USE ASSETS
During the six months ended 30 September 2025, the Group acquired items of property and equipment with a cost of approximately HK$701,000 (six months ended 30 September 2024: HK$548,000). In addition, the Group disposed of certain property and equipment with no remaining carrying amount (six months ended 30 September 2024: HK$389,000) for proceeds of approximately HK$80,000 (six months ended 30 September 2024: HK$696,000), resulting in a gain on disposal of approximately HK$80,000 (six months ended 30 September 2024: HK$307,000).
During the six months ended 30 September 2025, the Group entered into a lease contract and recognised right-of-use assets and lease liabilities of approximately HK$70,000 (six months ended 30 September 2024: HK$1,889,000). During the six months ended 30 September 2024, the Group early terminated a lease contract resulting in a loss of approximately HK$1,000.
13. TRADE AND OTHER RECEIVABLES
| As at 30 September 2025 HK$’000 (Unaudited) | As at 31 March 2025 HK$’000 (Audited) | |
|---|---|---|
| Trade receivables | 28,546 | 18,139 |
| Less: Allowance for impairment | (2,054) | (1,928) |
| 26,492 | 16,211 | |
| Other receivables | 818 | 514 |
| Prepayment and deposits | 958 | 1,246 |
| 28,268 | 17,971 | |
| Less: Rental and other deposits classified as non-current portion | (140) | (140) |
| Current portion | 28,128 | 17,831 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For the six months ended 30 September 2025
13. TRADE AND OTHER RECEIVABLES (CONTINUED)
Trade receivables
Trade receivables represent the amounts receivable, after deduction of retention receivables. For provision of building protection works, the trade receivables usually fall due within 14 to 30 days after the work is certified. For supply of building protection products, the Group normally allows a credit period ranging from 15 to 30 days to its customers.
The following is an ageing analysis of trade receivables, net of loss allowances, presented based on the approval dates of work certified or dates of invoices at the end of the reporting period:
| | As at
30 September
2025
HK$'000
(Unaudited) | As at
31 March
2025
HK$'000
(Audited) |
| --- | --- | --- |
| 0 to 30 days | 8,913 | 9,594 |
| 31 to 90 days | 7,939 | 2,253 |
| 91 to 180 days | 6,622 | 53 |
| 181 to 365 days | 2,513 | 3,813 |
| Over 365 days | 505 | 498 |
| | 26,492 | 16,211 |
Before accepting any new customer, the Group assesses the potential customer's credit quality and defines credit limits by customers. Recoverability of the trade receivables is reviewed by the management of the Group regularly.
In addition, the management of the Group is of the opinion that no event of default occurred for trade receivables past due over 90 days as the balances are still considered fully recoverable based on the management's historical experience on the settlement pattern from these customers.
The Group applies the simplified approach to provide for expected credit loss ("ECL") prescribed by HKFRS 9. There has been no change in the estimation techniques or significant assumptions made during the six months ended 30 September 2025 in assessing the loss allowances for the trade receivables.
For the other receivables including rental and other deposits, allowance for impairment was insignificant and thus negligible to be made since the management of the Group considers the probability of default is minimal after assessing the counterparties' financial background and creditability.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
14. CONTRACT ASSETS/LIABILITIES
| | As at
30 September
2025
HK$'000
(Unaudited) | As at
31 March
2025
HK$'000
(Audited) |
| --- | --- | --- |
| Analysed for reporting purposes, on a net basis for each respective contract:
Contract assets | 114,212 | 109,595 |
| Contract liabilities | (21,120) | (22,748) |
As at 30 September 2025, included in carrying amount of contract assets are retention receivables of HK$39,233,000 (31 March 2025: HK$37,221,000), net of loss allowance of HK$4,164,000 (31 March 2025: HK$4,149,000).
Retention receivables represent the money retained by the Group's customers to secure the due performance of the contracts. The customers normally withhold 10% of the certified amount payable to the Group as retention money (accumulated up to maximum 5% of contract sum), 50% of which is normally recoverable upon completion of respective projects and the remaining 50% is recoverable after the completion of defect liability period of the relevant contracts or in accordance with the terms specified in the relevant contracts, ranging from 1 to 2 years from the date of completion of respective projects. The amount is unsecured and interest-free.
The retention receivables, net of loss allowance, included in contract assets are to be settled, based on the expiry of the defect liability period of the relevant contracts or in accordance with the terms specified in the relevant contracts, at the end of the reporting period as follows:
| | As at
30 September
2025
HK$'000
(Unaudited) | As at
31 March
2025
HK$'000
(Audited) |
| --- | --- | --- |
| Within one year | 6,197 | 5,949 |
| After one year | 33,036 | 31,272 |
| | 39,233 | 37,221 |
The Group applies the simplified approach to provide for ECL prescribed by HKFRS 9. There has been no change in the estimation techniques or significant assumptions made during the six months ended 30 September 2025 in assessing the loss allowances for the contract assets.
At the end of the reporting period, contract liabilities represent advanced payments from customers for unsatisfied performance obligations and are recognised as revenue when the Group performs its obligations under the contracts which are expected to be satisfied within one year.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
For the six months ended 30 September 2025
15. TRADE AND OTHER PAYABLES
| | As at
30 September
2025
HK$’000
(Unaudited) | As at
31 March
2025
HK$’000
(Audited) |
| --- | --- | --- |
| Trade payables | 10,333 | 8,422 |
| Retention payables | 7,574 | 6,845 |
| Accrued expenses | 4,884 | 1,668 |
| Accrued staff costs | 701 | 4,749 |
| | 23,492 | 21,684 |
The following is an ageing analysis of trade payables based on the invoice date at the end of the reporting period:
| | As at
30 September
2025
HK$’000
(Unaudited) | As at
31 March
2025
HK$’000
(Audited) |
| --- | --- | --- |
| 0 - 30 days | 5,405 | 4,006 |
| 31 to 90 days | 266 | 354 |
| Over 90 days | 4,662 | 4,062 |
| | 10,333 | 8,422 |
The credit period of trade payables ranges from 30 to 90 days.
Retention payables to sub-contractors of contract works are interest-free and payable by the Group after the expiry of maintenance period of the relevant contracts or in accordance with the terms specified in the relevant contracts for a period of generally 12 months after completion of the relevant works.
The retention payables are to be settled, based on the expiry of maintenance period, at the end of each reporting period as follows:
| | As at
30 September
2025
HK$’000
(Unaudited) | As at
31 March
2025
HK$’000
(Audited) |
| --- | --- | --- |
| Within one year | 1,637 | 1,733 |
| After one year | 5,937 | 5,112 |
| | 7,574 | 6,845 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
20
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended 30 September 2025
16. BANK BORROWINGS
| | As at
30 September
2025
HK$'000
(Unaudited) | As at
31 March
2025
HK$'000
(Audited) |
| --- | --- | --- |
| Current:
Bank borrowings subject to a repayment on demand clause, secured | 18,080 | 20,439 |
17. SHARE CAPITAL
| | Number of shares | Amount
HK$'000 |
| --- | --- | --- |
| Ordinary shares of HK$0.01 each | | |
| Authorised:
At 1 April 2024, 1 April 2025 and 30 September 2025 | 1,560,000,000 | 15,600 |
| Issued and paid:
At 1 April 2024, 1 April 2025 and 30 September 2025 | 1,000,000,000 | 10,000 |
18. RELATED PARTY TRANSACTIONS
In addition to the transactions and balances disclosed elsewhere in the condensed consolidated financial statements, the Group had entered into the following related party transactions:
| Six months ended 30 September | |||
|---|---|---|---|
| Name of related party | Nature of transaction | 2025 | |
| HK$'000 | |||
| (Unaudited) | 2024 | ||
| HK$'000 | |||
| (Unaudited) | |||
| Mr. Lam | Interest expenses on lease liabilities | 25 | 8 |
| Lease liabilities (Note) | 954 | 139 |
Note: During the year ended 31 March 2025, the Group entered into a lease agreement for the use of residential flat owned by Mr. Lam for two years, with a monthly rental payment of HK$70,000. The Group has recognised an addition of right-of-use assets and lease liabilities of approximately HK$1,606,000 and HK$1,606,000, respectively.
MANAGEMENT DISCUSSION AND ANALYSIS
BUSINESS REVIEW
The Group is a Hong Kong-based building protection solution provider principally engaged in provision of building protection works and supply of building protection products.
The Group's building protection works generally refer to the selection and use of appropriate building protection products in a building for protection against water, thermal, acoustic and fire. The supply of building protection products refers to identifying, sourcing, promoting and distributing suitable building protection products to the Group's customers to meet their varying needs and requirements. The building protection products supplied by the Group are mainly waterproofing products, tiling products, flooring and other products.
FINANCIAL REVIEW
Revenue
The table below sets forth a breakdown of the Group's revenue by the type of services for the period indicated:
| Six months ended 30 September | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| HK$'000 | % | HK$'000 | % | |
| Provision of building protection works | 70,353 | 80.3 | 52,719 | 66.8 |
| Supply of building protection products | 17,247 | 19.7 | 26,190 | 33.2 |
| Total | 87,600 | 100.0 | 78,909 | 100.0 |
The Group's revenue increased from approximately HK$78.9 million for the six months ended 30 September 2024 to approximately HK$87.6 million for the six months ended 30 September 2025, representing an increase of approximately HK$8.7 million, or 11.0%. Such increase in revenue was primarily due to the increase in revenue generated from the provision of building protection works.
Provision of building protection works
Revenue recognised:
| Six months ended 30 September | ||
|---|---|---|
| 2025 | 2024 | |
| HK$'000 | HK$'000 | |
| Public sector projects | 41,896 | 32,865 |
| Private sector projects | 28,457 | 19,854 |
| Total | 70,353 | 52,719 |
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
MANAGEMENT DISCUSSION AND ANALYSIS
Number of projects by the range of revenue recognised:
| Six months ended 30 September | ||
|---|---|---|
| 2025 | 2024 | |
| HK$1,000,000 or above | 22 | 11 |
| HK$100,000 to below HK$1,000,000 | 65 | 57 |
| Below HK$100,000 | 286 | 254 |
| Total | 373 | 322 |
The Group's revenue recognised from the provision of building protection works increased from approximately HK$52.7 million for the six months ended 30 September 2024 to approximately HK$70.4 million for the six months ended 30 September 2025. Such increase was primarily attributable to the increase in revenue derived from relatively large projects during the six months ended 30 September 2025.
Supply of building protection products
The following table sets forth the breakdown of the Group's revenue by types of building protection products for the period indicated:
| Six months ended 30 September | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| HK$'000 | % | HK$'000 | % | |
| Waterproofing products | 11,274 | 65.3 | 17,107 | 65.3 |
| Tiling products | 5,064 | 29.4 | 8,693 | 33.2 |
| Flooring and other products | 909 | 5.3 | 390 | 1.5 |
| Total | 17,247 | 100.0 | 26,190 | 100.0 |
The Group's revenue recognised from the supply of building protection products decreased from approximately HK$26.2 million for the six months ended 30 September 2024 to approximately HK$17.2 million for the six months ended 30 September 2025. Such decrease was mainly due to the decrease in demand from customers for both waterproofing and tiling products.
Cost of Sales and Services
Cost of sales and services increased from approximately HK$57.2 million for the six months ended 30 September 2024 to approximately HK$61.5 million for the six months ended 30 September 2025, representing an increase of approximately HK$4.3 million, or 7.5%. Such increase in cost of sales and services was mainly due to the increase in material costs and subcontracting costs arising from the increase in number of the Group's projects for the six months ended 30 September 2025.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
MANAGEMENT DISCUSSION AND ANALYSIS
Gross Profit and Gross Profit Margin
Gross profit increased from approximately HK$21.7 million for the six months ended 30 September 2024 to approximately HK$26.1 million for the six months ended 30 September 2025, representing an increase of approximately HK$4.4 million, or 20.3%. Gross profit margin increased from approximately 27.5% for the six months ended 30 September 2024 to approximately 29.8% for the six months ended 30 September 2025, which was mainly attributable to the increase in gross profit margin from the provision of building protection works.
Other Income, Gains and Losses
Other income decreased from approximately HK$154,000 for the six months ended 30 September 2024 to approximately HK$86,000 for the six months ended 30 September 2025, which was mainly due to the decrease in bank interest income for the six months ended 30 September 2025. Other gains, on a net basis, decreased from a gain of approximately HK$278,000 for the six months ended 30 September 2024 to a gain of approximately HK$26,000 for the six months ended 30 September 2025. Such change in other gains and losses was mainly due to the decrease in gain on disposal of property and equipment for the six months ended 30 September 2025.
Selling and Distribution Costs
Selling and distribution costs decreased from approximately HK$3.5 million for the six months ended 30 September 2024 to approximately HK$3.4 million for the six months ended 30 September 2025, representing a decrease of approximately HK$0.1 million, or 2.9%. Such decrease in selling and distribution costs was mainly attributable to the decrease in storage cost.
Administrative Expenses
Administrative expenses decreased from approximately HK$19.9 million for the six months ended 30 September 2024 to approximately HK$19.6 million for the six months ended 30 September 2025, representing a decrease of approximately HK$0.3 million, or 1.5%. Such decrease in administrative expenses was mainly attributable to the slight decrease in general staff costs.
Finance Costs
Finance costs decreased from approximately HK$536,000 for the six months ended 30 September 2024 to approximately HK$391,000 for the six months ended 30 September 2025, representing a decrease of approximately HK$145,000, or 37.1%. Such decrease in finance costs was mainly attributable to the decrease in bank borrowings.
Income Tax Expenses
Income tax expenses increased from approximately HK$505,000 for the six months ended 30 September 2024 to approximately HK$1.0 million for the six months ended 30 September 2025, which was in line with the increase in profit before taxation for the six months ended 30 September 2025.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
MANAGEMENT DISCUSSION AND ANALYSIS
Profit (loss) for the period attributable to owners of the Company
As a result of the foregoing, the Group's profit attributable to owners of the Company amounted to approximately HK$1.6 million for the six months ended 30 September 2025, as compared to a loss of approximately HK$2.4 million for the six months ended 30 September 2024.
DIVIDEND
The Board does not recommend the payment of any dividend for the six months ended 30 September 2025 (six months ended 30 September 2024: Nil).
LIQUIDITY AND FINANCIAL RESOURCES
As at 30 September 2025, the Group had total assets of approximately HK$244.6 million (31 March 2025: approximately HK$244.8 million), including bank balances and cash of approximately HK$39.0 million (31 March 2025: approximately HK$49.1 million). As at 30 September 2025, the Group's current assets amounted to approximately HK$197.2 million (31 March 2025: approximately HK$195.2 million) and the Group's current liabilities amounted to approximately HK$67.7 million (31 March 2025: approximately HK$68.8 million).
The Group's gearing ratio (dividing the total interest-bearing borrowings and lease liabilities by equity attributable to equity holders of the Company at the end of the reporting period) was approximately 11.9% as at 30 September 2025 (31 March 2025: approximately 13.8%).
As at 30 September 2025, the Group had net current assets of approximately HK$129.5 million (31 March 2025: approximately HK$126.3 million). As at 30 September 2025, the Group's current ratio was approximately 2.9 times (31 March 2025: approximately 2.8 times) which was calculated based on the total current assets divided by total current liabilities at the end of the reporting period.
TREASURY POLICY
The Group has adopted a prudent financial management approach towards its treasury policy and thus maintained a healthy liquidity position throughout the reporting period. The management of the Group regularly reviews the recoverable amounts of contract assets and trade receivables by performing ongoing credit assessments and monitoring prompt recovery and if necessary to make adequate impairment losses for irrecoverable amounts. In order to achieve better cost control and minimise the cost of funds, the Group's treasury activities are centralised and cash is generally deposited with leading licensed banks in Hong Kong and denominated in Hong Kong dollars.
FOREIGN CURRENCY FLUCTUATION
The revenue of the Group is mainly denominated in Hong Kong dollars. However, some of our waterproofing products are sourced from overseas countries and the Mainland China and settled in currencies including Euro, US Dollars, Hong Kong dollars and Renminbi. Therefore, the Group is subject to risks associated with foreign exchange rate fluctuations, particularly the Hong Kong dollars against Renminbi or Euro. The Group currently has no foreign currency hedging policy and the management will monitor the foreign exchange exposure by closely monitoring the movements of foreign currency rates. The Group will consider hedging significant foreign currency exposure should the need arise.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
MANAGEMENT DISCUSSION AND ANALYSIS
CAPITAL STRUCTURE
As at 30 September 2025 and 31 March 2025, the share capital of the Group comprised only ordinary shares. The capital structure of the Group is solely equity attributable to equity holders of the Group, which comprises share capital and reserves. Since the shares of the Company were listed an GEM on 23 April 2020, there has been no change in the capital structure of the Group.
MATERIAL ACQUISITIONS AND DISPOSAL OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the six months ended 30 September 2025, the Company did not have any significant acquisition or disposal of subsidiaries, associates or joint ventures.
CAPITAL EXPENDITURE
During the six months ended 30 September 2025, the Group had no significant capital expenditure.
SIGNIFICANT INVESTMENT HELD
As at 30 September 2025, the Group did not have any significant investment held (31 March 2025: Nil).
CHARGES ON ASSETS
Save for the mortgaged property held as disclosed elsewhere in this report, as at 30 September 2025, the Group had no charges on assets (31 March 2025: Nil).
CONTINGENT LIABILITIES
As at 30 September 2025, the Group did not have any contingent liabilities (31 March 2025: Nil).
CAPITAL COMMITMENTS
As at 30 September 2025, the Group had no significant capital commitments (31 March 2025: Nil).
FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETS
The Group does not have any plan for material investments and capital assets as at the date of this report.
EMPLOYEES AND REMUNERATION POLICIES
As at 30 September 2025, the Group had 124 employees excluding the Directors. Total staff costs incurred excluding Directors' remuneration during the six months ended 30 September 2025 were approximately HK$17.4 million (six months ended 30 September 2024: approximately HK$16.7 million). The remuneration package offered to the Group's employees includes salary, commission and discretionary bonus. The Group's remuneration policies are in line with the prevailing market practices and the staff remuneration is determined on the basis of the performance and experience of each individual employee.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
MANAGEMENT DISCUSSION AND ANALYSIS
SIGNIFICANT EVENT AFTER THE REPORTING PERIOD
Save as disclosed elsewhere in this report, after 30 September 2025 and up to the date of this report, there was no significant event relevant to the business or financial performance of the Group that comes to the attention of the Directors.
PROSPECTS
The external environment in Hong Kong remains complicated. The Group anticipates that intense competition in tenders, driven by aggressive pricing strategies from competitors, along with stringent customer budgets, rising interest rates, increased material costs, subcontracting charges and labour costs, will continue to impact the Group's operations and financial performance in the near term.
Given the current economic uncertainties and difficulties, the Group will regularly review its existing asset structure and business strategies and may make necessary adjustments so as to be flexibly prepared for encountering any challenges in the future. With the aim of optimising resource utilisation, the Group will strictly adhere to its cost control policy and will take necessary actions to control costs and drive efficiency to maintain profitability and competitiveness in the market. On the other hand, the Group will also proactively pursue all suitable investment opportunities to diversify the Group's business horizons which will strengthen its overall business development.
Going forward, the Group will stay vigilant and continue to strengthen its market position by expanding its workforce and competing for more building protection work projects in Hong Kong. The Directors remain confident in the prospects of the Group and are committed in creating long-term and sustainable value for the Company and its shareholders.
ENVIRONMENT POLICIES AND PERFORMANCE
The Group is committed to enhancing environmental protection to minimise the impact of its activities on the environment. It is the policy of the Group to promote clean operation and strive to make the most efficient use of resources in its operations, and minimising wastes and emission.
As a building protection solution provider, the Group will continue to monitor its business operations in order to ensure that it does not have any significant adverse effect on the environment and that the Group's environment protection measures are adequate to ensure compliance with all applicable laws or regulations in Hong Kong.
As at the date of this report, no prosecution, penalty or punishment has been imposed upon the Group for the violation of any applicable environmental laws or regulations.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
MANAGEMENT DISCUSSION AND ANALYSIS
PRINCIPAL RISKS AND UNCERTAINTIES
There are certain risks that could adversely affect the Group's operations and financial results. The major uncertainties may include:
(i) the Group derives revenue from projects and purchase orders of a non-recurrent nature, where there is no guarantee that customers will provide the Group with new business or that the Group will secure new contracts;
(ii) the Group determines the contract price based on estimated time and costs involved in the project. An under-estimation or ineffective cost management may adversely affect the Group's financial results;
(iii) the slow economic recovery may significantly and adversely impact the Group's business operation and financial performance;
(iv) the timing of the Group's payment to suppliers may not match the receipt of payment from customers;
(v) the Group relies on its major subcontractors to help complete the building protection works projects. Any material surges of their charges or any substandard work by subcontractors will affect the Group to a large extent;
(vi) the Group relies on independent third party suppliers for production of all its own-brand building protection products; and
(vii) the Group relies on brand owners and manufacturers for the supply of building protection products to satisfy its business operation needs. Failure to secure a steady supply of these products to the Group may adversely affect its results of business operations.
The Group will continue to use its best effort to ensure it has sufficiently mitigated the risks present in its operations and financial position as efficiently and effectively as possible.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
OTHER INFORMATION
DIRECTORS' INTERESTS IN COMPETING BUSINESS
During the six months ended 30 September 2025 and up to the date of this report, none of the Directors, the controlling shareholders and the substantial shareholders of the Company or their respective close associates (as defined under the GEM Listing Rules) had any business or interests in a business that competes or may compete, either directly or indirectly, with the business of the Group and any other conflicts of interest which any such person has or may have with the Group.
INTERESTS AND SHORT POSITIONS OF DIRECTORS AND CHIEF EXECUTIVE IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATION
As at 30 September 2025, the interests or short positions of each of the Directors and the chief executive of the Company in the shares, underlying shares or debentures of the Company or any associated corporation (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) ("SFO")) which (a) would have to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which such Directors and chief executive of the Company were taken or deemed to have under such provisions of the SFO); or (b) would be required, pursuant to Section 352 of the SFO, to be recorded in the register referred to therein; or (c) would be required, pursuant to Rule 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by directors to be notified to the Company and the Stock Exchange, were as follows:
Long positions in the shares of the Company (the "Shares")
| Name of Directors | Nature of interest/holding capacity | Number of Shares held | Percentage of shareholding |
|---|---|---|---|
| Mr. Lam^{(1)} | Interest in a controlled corporation | 750,000,000 | 75% |
| Ms. Wong Pui Yee Edith | |||
| ("Mrs. Lam")^{(2)} | Interest of spouse | 750,000,000 | 75% |
Notes:
- These Shares are registered in the name of Ultra Success, a company which is wholly-owned by Mr. Lam. Mr. Lam is deemed to be interested in all Shares registered in the name of Ultra Success under the SFO.
- These Shares represent the Shares held indirectly by Mr. Lam, the spouse of Mrs. Lam, as ultimate beneficial owner. Mrs. Lam is therefore deemed to be interested in all Shares held by Mr. Lam under the SFO.
Long positions in the shares of associated corporation
| Name of Directors | Name of associated corporation | Nature of interest/holding capacity | Number of ordinary share held | Percentage of shareholding |
|---|---|---|---|---|
| Mr. Lam | Ultra Success | Beneficial owner | 1 | 100% |
Save as disclosed above, as at 30 September 2025, none of the Directors or the chief executive of the Company had any interests or short positions in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and/or short positions which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be recorded into the register required to be kept therein; or (iii) pursuant to Rules 5.46 to 5.67 of the GEM Listing Rules relating to securities transactions by directors to be notified to the Company and the Stock Exchange.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
OTHER INFORMATION
INTERESTS AND SHORT POSITIONS OF THE SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS IN THE SHARES, UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATION
As at 30 September 2025, so far as it is known to the Directors, the following persons (not being a Director or chief executive of the Company) had or were deemed to have interests in shares or underlying shares of the Company which (i) were recorded in the register required to be kept by the Company under Section 336 of the SFO, or (ii) which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO and the GEM Listing Rules, or (iii) who were deemed to be, directly or indirectly, interested in 5% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any member of the Group.
Long position in the Shares
| Name of shareholder | Nature of interest/holding capacity | Number of Shares held | Percentage of shareholding |
|---|---|---|---|
| Ultra Success | Beneficial owner | 750,000,000 (Note) | 75% |
Note: Ultra Success is a company incorporated in the BVI and is wholly-owned by Mr. Lam. Mr. Lam is deemed to be interested in all Shares held by Ultra Success under the SFO. Mrs. Lam, the spouse of Mr. Lam, is therefore also deemed to be interested in all Shares held by Mr. Lam under the SFO.
Save as disclosed above, as at 30 September 2025, the Directors have not been notified by any person who had interests or short positions in the Shares or underlying Shares or debentures of the Company as recorded in the register required to be kept pursuant to Section 336 of the SFO, or which would fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO and the GEM Listing Rules.
SHARE OPTION SCHEME
A share option scheme (the "Share Option Scheme") has been conditionally adopted by the Company on 18 March 2020 and became effective on the Listing Date. The terms of the Share Option Scheme are in accordance with the provisions of Chapter 23 of the GEM Listing Rules.
There were no outstanding options as at 30 September 2025. No options had been granted, agreed to be granted, exercised or cancelled or lapsed under the Share Option Scheme since the Listing Date and up to the date of this report.
PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES
Neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company's listed securities during the six months ended 30 September 2025.
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025
OTHER INFORMATION
CORPORATE GOVERNANCE
The Directors recognise the importance of good corporate governance in management and internal procedures to promote and ensure accountability. The Company's corporate governance practices are based on principles and code provisions of the Corporate Governance Code as set out in Appendix C1 to the GEM Listing Rules (the "CG Code"). Since the Listing Date and up to the date of this report, the Company's corporate governance practices have been complied, except for the following code provision C.2.1 of the CG Code.
Chairman and Chief Executive Officer
Under code provision C.2.1 of the CG Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. During the six months ended 30 September 2025, Mr. Lam was the chairman of the Board and the chief executive officer of the Group. In view of the fact that Mr. Lam has been operating and managing the Group since its establishment, the Directors believe that it is in the best interest of the Group to have Mr. Lam taking up both roles for effective management and business development. Therefore, the Board considers that deviation from code provision C.2.1 of the CG Code is appropriate in such circumstance.
SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted a Code of Ethics and Securities Transactions (the "Code") on terms no less exacting than the required standard of dealings set out in Rules 5.48 to 5.67 of the GEM Listing Rules as its own code of conduct regarding securities transactions by Directors. Having made specific enquiry of all Directors, all Directors confirmed that they had complied with the required standard of dealings and the Code regarding securities transactions during the six months ended 30 September 2025 and up to the date of this report.
AUDIT COMMITTEE
The Company established the Audit Committee on 18 March 2020 with written terms of reference in compliance with the GEM Listing Rules. The Audit Committee is responsible for reviewing and providing supervision over the Group's financial reporting process, risk management and internal control system, and providing advice to the Board.
This report and the Interim Financial Statements have been reviewed by the Audit Committee. The Audit Committee is of the opinion that the unaudited condensed consolidated financial statements of the Group for the six months ended 30 September 2025 have been prepared in compliance with the applicable accounting standards and the GEM Listing Rules and that adequate disclosure have been made.
By Order of the Board
Sunray Engineering Group Limited
Lam Ka Wing
Chairman
Hong Kong, 14 November 2025
SUNRAY ENGINEERING GROUP LIMITED | INTERIM REPORT 2025