Group 1 - The company proposes to increase its authorized share capital from HKD 100 million to HKD 500 million by adding an additional 4 billion unissued shares [1] - The increase in authorized share capital is subject to approval by shareholders at a special general meeting [1] - The company has entered into a placement agreement with a placement agent to facilitate the issuance of convertible bonds, with a total principal amount of up to HKD 120 million [1]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不 負責，對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告 全部或任何部分內容而產生或因倚賴該等內容而引致的任何損失承擔任何責 任。 本公告僅供參考，並不構成收購、購買或認購本公司任何證券的邀請或要約， 本公告或其所載任何內容均不構成任何合約或承諾的基礎。 （前稱「Trendzon Holdings Group Limited卓航控股集團有限公司」） （於開曼群島註冊成立的有限公司） （股 份 代 號：1865） Pengo Holdings Group Limited 鵬高控股集團有限公司 鹏高控股集團 Pengo Holdings Group Limited (1)建議增加法定股本； 及 (2)根據特別授權配售可換股債券 本公司財務顧問 聯席配售代理 建議增加法定股本 董事會建議透過增設額外4,000,000,000股未發行股份，將本公司之法定股本 由100,000,000港元（分為1,000,000,000股股份）增加至500,000,000港元（分為 5,000,000,000股股份）。增加法定股本須待股東於股東特別大會上通過 ...

FF301 致：香港交易及結算所有限公司 公司名稱: 鵬高控股集團有限公司（於開曼群島註冊成立的有限公司） 呈交日期: 2025年8月1日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 01865 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | 面值 | | | 法定/註冊股本 | | | 上月底結存 | | 1,000,000,000 | | HKD | 0.1 | HKD | | 100,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | | | 本月底結存 | | | 1,000,000,000 | HKD | 0.1 | HKD | | 100,000,000 | 本月底法定/註冊股本總額： HKD 100,000,000 第 1 頁 共 10 頁 v 1.1.1 股份發行人及根據《上市規則》第十九B ...

[Company Information](index=2&type=section&id=Company%20Information) [Company Basic Information](index=2&type=section&id=Company%20Basic%20Information) This section provides an overview of Peng Gao Holdings Group Limited's board, registered office, principal business locations, independent auditor, and stock code - The company's board members include Chairperson Ms. Feng Jiamin, CEO Mr. Xu Yuanhua, and several other executive, non-executive, and independent non-executive directors, with established audit, remuneration, and nomination committees[3](index=3&type=chunk) - The company secretary is Mr. Li Liqiang, the registered office is in the Cayman Islands, the Hong Kong headquarters and principal place of business are on Wai Yip Street, Kwun Tong, and the Singapore principal place of business is at 38 Senoko Road[4](index=4&type=chunk) - The independent auditor is Tianjian International Certified Public Accountants Limited, the principal banker is DBS Bank Ltd., and the stock code is 1865[4](index=4&type=chunk)[5](index=5&type=chunk) [Five-Year Financial Summary](index=4&type=section&id=Five-Year%20Financial%20Summary) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) This section provides a condensed overview of Peng Gao Holdings Group Limited's consolidated profit or loss and other comprehensive income for the past five financial years Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (S$ '000) | Metric | FY2025 | FY2024 | FY2023 (Restated) | FY2022 | FY2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 59,072 | 59,115 | 59,750 | 59,099 | 43,450 | | Cost of Sales | (49,668) | (51,122) | (52,684) | (49,238) | (33,470) | | Gross Profit | 9,404 | 7,993 | 7,066 | 9,861 | 9,980 | | (Loss)/Profit Before Tax | (12,698) | (10,481) | (1,105) | 1,846 | 4,054 | | Total Comprehensive (Expense)/Income for the Year Attributable to Owners of the Company | (11,753) | (13,352) | (2,777) | 725 | 3,253 | - **FY2025 revenue** was approximately **S$59.1 million**, remaining largely stable compared to FY2024[6](index=6&type=chunk) - **Gross profit** increased to **S$9.4 million** in FY2025, up from S$8.0 million in FY2024[6](index=6&type=chunk) - **Loss before tax** expanded to **S$12.7 million** in FY2025, compared to S$10.5 million in FY2024[6](index=6&type=chunk) [Assets and Liabilities](index=5&type=section&id=Assets%20and%20Liabilities) This section presents a summary of the company's assets and liabilities over the past five financial years, showing continuous growth in total assets and equity, with a slight increase in total liabilities in FY2025 Assets and Liabilities (S$ '000) | Metric | FY2025 | FY2024 | FY2023 | FY2022 | FY2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 128,373 | 112,131 | 120,353 | 103,132 | 73,936 | | Total Liabilities | 45,957 | 42,272 | 64,205 | 61,964 | 33,493 | | Total Equity | 82,416 | 69,859 | 56,148 | 41,168 | 40,443 | - **Total assets** increased to **S$128.4 million** in FY2025, up from S$112.1 million in FY2024[7](index=7&type=chunk) - **Total equity** grew to **S$82.4 million** in FY2025, an increase from S$69.9 million in FY2024[7](index=7&type=chunk) [Chairman's Statement](index=5&type=section&id=Chairman's%20Statement) [Performance Review](index=6&type=section&id=Performance%20Review) The Chairman's Statement highlights that despite challenges, the Group maintained stable development in FY2025 with total revenue of approximately S$59.1 million, while a decrease in gas and water pipeline project revenue was offset by significant growth in China's construction and engineering services, leading to improved gross profit and margin - **Total revenue** in FY2025 was approximately **S$59.1 million**, remaining stable compared to approximately S$59.1 million in FY2024[10](index=10&type=chunk) - Revenue from gas pipeline projects decreased from approximately S$20.0 million to approximately S$19.9 million, and water pipeline projects decreased from approximately S$38.3 million to approximately S$30.2 million[10](index=10&type=chunk) - Revenue from China's construction and engineering services significantly increased from approximately S$0.7 million to approximately S$8.9 million[10](index=10&type=chunk) - **Total gross profit** increased by approximately **S$1.4 million** to **S$9.4 million**, with the **gross profit margin** rising by approximately **2.4% to 15.9%**, primarily due to the growth in high-margin construction and engineering services revenue[10](index=10&type=chunk) [Future Outlook](index=6&type=section&id=Future%20Outlook) The Group expresses confidence in future development, aiming to enhance its market position in China's construction industry, promote high-tech industrial development, and explore new global business opportunities for diversification and sustainable growth - The Group will continue to enhance its market position in China's construction industry and promote the aggregation and development of high-tech industries[12](index=12&type=chunk) - The Board is actively exploring new business opportunities worldwide to identify markets with growth potential and achieve business diversification[12](index=12&type=chunk)[14](index=14&type=chunk) - The Group is prepared to address future challenges and competition, committed to enriching its business portfolio and building a sustainable business development model to deliver satisfactory returns to shareholders[14](index=14&type=chunk) [Management Discussion and Analysis](index=7&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=7&type=section&id=Business%20Review) In FY2025, the global economy experienced stable but underperforming growth, with inflation and the Ukraine war impacting supply chains and labor costs; the Group's total revenue remained stable at approximately S$59.1 million, driven by a significant increase in China's construction and engineering services offsetting reduced pipeline project revenue, while new projects were secured and global opportunities are being explored for diversification - **Total revenue** in FY2025 was approximately **S$59.1 million**, consistent with FY2024[17](index=17&type=chunk) - Revenue from gas pipeline projects decreased from approximately S$20.0 million to approximately S$19.9 million, and water pipeline projects decreased from approximately S$38.3 million to approximately S$30.2 million[17](index=17&type=chunk) - Construction and engineering services revenue increased from approximately S$0.7 million to approximately S$8.9 million[17](index=17&type=chunk) - In FY2025, three new gas projects and two new water projects were awarded, with a total contract value of approximately S$6.8 million, all of which have commenced[17](index=17&type=chunk) - The Group will continue to enhance its market position in China's construction industry and explore new business opportunities globally to achieve business diversification[18](index=18&type=chunk) [Projects in Progress](index=9&type=section&id=Projects%20in%20Progress) As of March 31, 2025, the Group had 11 projects in progress (4 gas pipelines, 7 water pipelines) with a total contract value of approximately S$75.4 million, of which approximately S$69.1 million has been recognized as revenue, with all projects proceeding as planned and no contingent liabilities expected - As of March 31, 2025, the Group had 4 gas pipeline and 7 water pipeline projects in progress, with a total contract value of approximately **S$75.4 million**[19](index=19&type=chunk) - Approximately **S$69.1 million** had been recognized as revenue as of March 31, 2025[19](index=19&type=chunk) - All projects in progress are proceeding according to schedule, and the Group does not expect to indemnify third parties or incur any contingent liabilities[19](index=19&type=chunk) [Financial Review](index=9&type=section&id=Financial%20Review) This section provides a detailed review of the Group's financial performance in FY2025, noting stable total revenue with a shift in composition, increased gross profit and margin due to higher-margin business, higher other income, but also increased administrative expenses and goodwill impairment losses, leading to an expanded annual loss, alongside a significant increase in trade and other receivables and a reduction in borrowings Construction Contracts and Engineering Services Revenue Breakdown (S$ '000) | Item | FY2025 Revenue | FY2025 % of Total Revenue | FY2024 Revenue | FY2024 % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Gas Pipelines | 19,939 | 33.7 | 20,022 | 33.9 | | Water Pipelines | 30,220 | 51.2 | 38,332 | 64.8 | | Cables | – | – | 5 | 0.0 | | Construction and Engineering Services Revenue | 8,876 | 15.0 | 738 | 1.2 | | Building Materials Trading | 37 | 0.1 | 18 | 0.1 | | **Total** | **59,072** | **100.0** | **59,115** | **100.0** | - **Total revenue** of approximately **S$59.1 million** remained stable, with an increase of approximately **S$8.2 million** in construction and engineering services revenue offsetting a decrease of approximately **S$8.1 million** in water pipeline project revenue[23](index=23&type=chunk)[24](index=24&type=chunk)[25](index=25&type=chunk) - **Total gross profit** increased by approximately **S$1.4 million** to **S$9.4 million**, and the **gross profit margin** rose by **2.4% to 15.9%**, primarily due to higher-margin construction and engineering services revenue[27](index=27&type=chunk) - Administrative expenses increased by approximately **S$4.7 million** to **S$23.4 million**, mainly related to the expansion of construction and engineering services business[31](index=31&type=chunk) - The **annual loss** expanded from S$12.3 million in FY2024 to **S$13.1 million** in FY2025[35](index=35&type=chunk) - **Trade and other receivables** significantly increased by **S$26.5 million** to **S$49.6 million**, primarily due to higher trade receivables and prepayments[37](index=37&type=chunk) - **Borrowings** decreased by **S$3.6 million** to **S$19.6 million**, mainly due to the repayment of bonds and bank borrowings[41](index=41&type=chunk) [Liquidity and Financial Resources](index=12&type=section&id=Liquidity%20and%20Financial%20Resources) As of March 31, 2025, the Group maintained a robust liquidity position, with increased net current assets and total equity, a significant rise in bank balances and cash, and a notable reduction in the gearing ratio - **Net current assets** were approximately **S$60.0 million** (FY2024: S$55.3 million)[42](index=42&type=chunk) - **Total equity** was approximately **S$82.4 million** (FY2024: S$69.9 million)[42](index=42&type=chunk) - **Bank balances and cash** were approximately **S$4.4 million** (FY2024: S$1.4 million)[42](index=42&type=chunk) - The **gearing ratio** decreased by approximately **11% to 27%** in FY2025 from approximately 38% in FY2024, mainly due to reduced borrowings and equity financing activities[42](index=42&type=chunk) [Employees and Remuneration Policy](index=13&type=section&id=Employees%20and%20Remuneration%20Policy) As of March 31, 2025, the Group had 501 employees, an increase from the previous year, with a remuneration policy aligned with market practices based on individual performance, qualifications, and experience, emphasizing good employee relations - As of March 31, 2025, the Group had **501 employees** (FY2024: 481 employees)[45](index=45&type=chunk) - The remuneration policy aligns with current market practices, determined by individual employee performance, qualifications, and experience[45](index=45&type=chunk) [Use of Proceeds from Listing](index=13&type=section&id=Use%20of%20Proceeds%20from%20Listing) This section details the use of the company's net proceeds from listing, approximately HK$90.2 million (S$15.7 million), and its subsequent reallocations, initially planned for pipe jacking machines, then for foreign worker dormitory construction, and finally for current operations including short-term dormitory rentals, subcontractor engagement, loan repayment, and other operating expenses, with all proceeds fully utilized by March 31, 2024 - The **total net proceeds from listing** were approximately **HK$90.2 million** (approximately S$15.7 million)[46](index=46&type=chunk) - Initially planned for purchasing two pipe jacking machines, it was later reallocated to approximately **S$2.0 million** for foreign worker dormitory construction and renovation, with the remaining S$2.9 million for working capital and general corporate purposes[46](index=46&type=chunk)[48](index=48&type=chunk) - Subsequent adjustments reallocated approximately **S$2.0 million** to support current operations, including short-term dormitory rentals, subcontractor engagement, loan repayment, and other operating expenses[50](index=50&type=chunk) - As of March 31, 2024, all net proceeds had been fully utilized according to the revised plans[51](index=51&type=chunk) [Use of Proceeds from 2022 Subscription](index=15&type=section&id=Use%20of%20Proceeds%20from%202022%20Subscription) The net proceeds of approximately HK$87.0 million from the 2022 subscription were primarily allocated to joint venture business development (smart parking), future investment funds (placing and underwriting, money lending), general working capital, and debt repayment; as of March 31, 2025, HK$11.0 million remains unutilized for smart parking construction and maintenance in Guizhou, China, expected to be used by September 30, 2025 - The **net proceeds from the 2022 subscription** were approximately **HK$87.0 million**[52](index=52&type=chunk) Use of Net Proceeds from 2022 Subscription (HK$ '000) | Use of Net Proceeds | Intended Use | Utilized as of March 31, 2024 | Utilized in FY2025 | Total Remaining Unutilized Net Proceeds | Expected Timeline for Utilizing Remaining Net Proceeds | | :--- | :--- | :--- | :--- | :--- | :--- | | Business development of the Group's joint venture: expanding the smart parking business of Zhuohang Zhilian (Shenzhen) Technology Co., Ltd., specifically for the construction and maintenance of smart parking lots in 24 towns in Guizhou Province, China, including (i) procurement of building materials and (ii) procurement, development, and maintenance of precision parking and vehicle identification software and hardware | 6,000 | (6,000) | – | – | Not applicable | | Business development of the Group's joint venture: expanding the smart parking business of Zhuohang Zhilian (Shenzhen) Technology Co., Ltd., specifically for the construction and maintenance of smart parking lots in 24 towns in Guizhou Province, China, including (i) procurement of building materials and (ii) procurement, development, and maintenance of precision parking and vehicle identification software and hardware | 11,000 | – | – | 11,000 | Before September 30, 2025 | | Future investment funds: as reserve funds for developing Fu Hui's placing and underwriting business | 12,000 | (12,000) | – | – | Not applicable | | Future investment funds: as reserve funds for loan principal of Wanshijia Finance Co., Ltd. (a wholly-owned subsidiary of the Company licensed to conduct money lending business in Hong Kong) | 12,000 | (12,000) | – | – | Not applicable | | General working capital and repayment of Group liabilities: repayment of unsecured unlisted bonds with a principal of RMB40,000,000 due in August 2022 | 42,000 | (42,000) | – | – | Not applicable | | General working capital and repayment of Group liabilities: for general working capital of the Group's Hong Kong and China operations, including salaries, rent payments, professional fees, office expenses, and other daily operating expenses | 4,000 | (4,000) | – | – | Not applicable | | **Total** | **87,000** | **(76,000)** | **–** | **11,000** | | [Use of Proceeds from 2023 Subscription](index=16&type=section&id=Use%20of%20Proceeds%20from%202023%20Subscription) The net proceeds of approximately HK$94.6 million from the 2023 subscription were fully utilized as of March 31, 2024 - The **net proceeds from the 2023 subscription** were approximately **HK$94.6 million**[55](index=55&type=chunk) - As of March 31, 2024, the net proceeds had been fully utilized according to the disclosed intentions[55](index=55&type=chunk) [Use of Proceeds from Rights Issue](index=16&type=section&id=Use%20of%20Proceeds%20from%20Rights%20Issue) The company completed a share consolidation and rights issue in 2024, generating net proceeds of approximately HK$100.2 million, primarily used for the start-up costs of Phase III of China Zhuohang Dian Dian Sci-Tech City Industrial Park, loan repayment, and supplementing general working capital, with all proceeds fully utilized as of March 31, 2025 - The **net proceeds from the rights issue** were approximately **HK$100.2 million**[57](index=57&type=chunk) Use of Net Proceeds from Rights Issue (HK$ '000) | Use of Net Proceeds | Intended Use | Utilized in FY2025 | Total Remaining Unutilized Net Proceeds | Expected Timeline for Utilizing Remaining Net Proceeds | | :--- | :--- | :--- | :--- | :--- | | Start-up costs for Phase III of China Zhuohang Dian Dian Sci-Tech City Industrial Park | 50,200 | (50,200) | – | Not applicable | | Loan repayment | 45,200 | (45,200) | – | Not applicable | | Supplementing the Group's general working capital | 4,800 | (4,800) | – | Not applicable | | **Total** | **100,200** | **(100,200)** | **–** | | - As of March 31, 2025, the net proceeds from the rights issue had been fully utilized according to the disclosed uses[58](index=58&type=chunk) [Significant Acquisitions, Disposals of Subsidiaries, and Investments in Associates and Joint Ventures](index=18&type=section&id=Significant%20Acquisitions,%20Disposals%20of%20Subsidiaries,%20and%20Investments%20in%20Associates%20and%20Joint%20Ventures) In FY2025, the Group, through its indirect wholly-owned subsidiary Peng Gao Green Energy New Energy (Guangzhou) Co., Ltd., acquired 100% equity of Zhongshan Wuguishan Construction Engineering Co., Ltd. to expand its construction business portfolio and capitalize on opportunities in the Chinese market, with this acquisition contributing approximately S$3.0 million in revenue and S$0.3 million in profit to the Group - On March 4, 2025, Peng Gao Green Energy New Energy (Guangzhou) Co., Ltd. acquired 100% equity of Zhongshan Wuguishan Construction Engineering Co., Ltd. for a consideration of **RMB2,200,000**[60](index=60&type=chunk) - The acquisition aims to leverage Zhongshan Wuguishan's construction engineering, steel structure engineering, and infrastructure licenses to expand the Group's construction business portfolio in China and enhance market competitiveness[61](index=61&type=chunk) - From the acquisition date to the end of the reporting period, Zhongshan Wuguishan contributed approximately **S$3.0 million** in revenue and approximately **S$0.3 million** in profit to the Group[62](index=62&type=chunk) [Foreign Exchange Risk](index=19&type=section&id=Foreign%20Exchange%20Risk) Operating in Singapore, Hong Kong, and China, the Group primarily transacts in Singapore Dollars and Renminbi, exposing it to foreign exchange risk; while exchange rate fluctuations are monitored, the Group did not engage in any derivative activities or use financial instruments to hedge exchange rate risk as of March 31, 2025 - The Group primarily transacts in **Singapore Dollars (S$) and Renminbi (RMB)**, facing foreign exchange risk[64](index=64&type=chunk) - The Group monitors exchange rate fluctuation risks but did not engage in any derivative activities or use financial instruments to hedge exchange rate risk as of March 31, 2025[64](index=64&type=chunk) [Pledged Assets](index=19&type=section&id=Pledged%20Assets) As of March 31, 2025, the Group had pledged properties with a carrying amount of S$14.3 million to secure bank borrowings - As of March 31, 2025, properties with a carrying amount of **S$14.3 million** (FY2024: approximately S$14.25 million) were pledged to secure bank borrowings[66](index=66&type=chunk) [Biographical Details of Directors and Senior Management](index=19&type=section&id=Biographical%20Details%20of%20Directors%20and%20Senior%20Management) [Executive Directors](index=19&type=section&id=Executive%20Directors) This section provides biographical details of the Group's executive directors, including Chairperson Ms. Feng Jiamin, CEO Mr. Xu Yuanhua, and Mr. Liu Jianfu, Ms. Zhao Jianhong, Mr. Leung Yiu Cho, Mr. Fong Hang Fai, and Mr. Law Wai Yip, highlighting their extensive experience crucial for the Group's operations, business development, financial planning, and market expansion - **Ms. Feng Jiamin (Chairperson)**: Possesses extensive experience in public and investor relations, overseeing the Group's operations and business strategy implementation[69](index=69&type=chunk)[70](index=70&type=chunk) - **Mr. Xu Yuanhua (CEO)**: Co-founder of the Group with over 31 years of experience in the construction industry, responsible for leading business development and overseeing operations at all levels[71](index=71&type=chunk)[72](index=72&type=chunk) - **Mr. Liu Jianfu**: Has over 20 years of experience in the mobile home industry, adept at identifying and capitalizing on emerging market trends[73](index=73&type=chunk) - **Ms. Zhao Jianhong**: Possesses nearly 30 years of experience in finance and corporate management, currently serving as Vice Chairperson of Zhongshan Federation of Industry and Commerce[73](index=73&type=chunk) - **Mr. Leung Yiu Cho**: Has extensive experience in strategic financial planning, capital restructuring and transactions, tax planning, and financial analysis for listed companies and licensed corporations[74](index=74&type=chunk)[75](index=75&type=chunk) - **Mr. Law Wai Yip**: Possesses over eight years of experience in logistics, management, business development, and strategic planning, contributing to the development of Zhuohang Dian Dian Sci-Tech City Industrial Park[75](index=75&type=chunk) [Independent Non-Executive Directors](index=23&type=section&id=Independent%20Non-Executive%20Directors) This section introduces the biographical details of the Group's independent non-executive directors, including Mr. Dong Changzhou, Ms. Tam Wing Yan, Mr. Shi Junsong, Mr. Qiu Yue, and Mr. Hu Qiteng, whose extensive professional knowledge and experience in investment, risk management, finance, corporate management, and accounting provide independent advice and support to the Board - **Mr. Dong Changzhou**: Has over 25 years of experience in investment, mergers and acquisitions, and IPO projects, currently serving as Chairman of Zhongtian Yintai Energy Investment Co., Ltd[76](index=76&type=chunk) - **Ms. Tam Wing Yan**: Possesses over 5 years of experience in risk management, finance, and strategic planning, currently a Financial Planning Specialist at Manulife (International) Limited[76](index=76&type=chunk) - **Mr. Shi Junsong**: Has over 20 years of experience in general business management, involved in medical device R&D, commercial real estate, and catering and entertainment sectors[77](index=77&type=chunk) - **Mr. Qiu Yue**: Possesses over 21 years of experience in general business management, previously serving as Executive Director at Asia Assets, responsible for external investments, M&A, and restructuring[78](index=78&type=chunk)[79](index=79&type=chunk) - **Mr. Hu Qiteng**: Has over 15 years of accounting and finance experience, currently a sole proprietor of a Hong Kong certified public accountant firm[80](index=80&type=chunk) [Senior Management](index=24&type=section&id=Senior%20Management) This section presents the biographical details of the Group's senior management, including Mr. Xu Yuanli and Mr. Xu Hongsheng, who possess extensive experience in the construction industry and are responsible for overseeing the operational performance, project planning and execution of Singaporean subsidiaries, and maintaining relationships with clients and suppliers, respectively - **Mr. Xu Yuanli**: Co-founder of the Group with over 31 years of experience in the construction industry, serving as Operations Director, responsible for overseeing the operational performance of Singaporean subsidiaries and monitoring project planning and execution[81](index=81&type=chunk)[82](index=82&type=chunk) - **Mr. Xu Hongsheng**: Has over 13 years of experience in the construction industry, responsible for overseeing the operations of Singaporean subsidiaries and maintaining relationships with clients and suppliers[83](index=83&type=chunk)[84](index=84&type=chunk) [Directors' Report](index=25&type=section&id=Directors'%20Report) [Principal Activities](index=26&type=section&id=Principal%20Activities) The Company is an investment holding company, with the Group primarily engaged in infrastructure pipeline construction and related engineering services (gas, water, telecommunications, and power industries), construction and engineering services, and building materials trading; in FY2025, revenue mainly derived from gas and water pipeline construction and construction and engineering services - The Company is an investment holding company, with the Group primarily engaged in infrastructure pipeline construction and related engineering services, construction and engineering services, and building materials trading[89](index=89&type=chunk) - In FY2025, revenue primarily derived from pipeline construction for gas and water installations and construction and engineering services[89](index=89&type=chunk) [Relationship with Key Stakeholders](index=27&type=section&id=Relationship%20with%20Key%20Stakeholders) The Group's success relies on the support of its customers, suppliers, and employees; customers primarily include Singaporean government agencies and private companies, with the top five customers accounting for 78.0% of total revenue in FY2025; the Group maintains good relationships with suppliers and subcontractors, and values employees as key assets, offering competitive remuneration, training, and a safe and healthy work environment - In FY2025, revenue from the Group's top five customers accounted for approximately **78.0%** of total revenue (FY2024: 88.6%)[94](index=94&type=chunk) - The Group maintains good working relationships with subcontractors and suppliers, holding regular meetings to discuss project progress, quality, and issues[95](index=95&type=chunk) - The Group is committed to providing competitive remuneration and appropriate rewards to high-performing employees, and fostering development through training and career advancement opportunities[96](index=96&type=chunk) - The Group has established Quality, Safety, Health, and Environment policies and obtained safety certifications such as ISO 9001, ISO 14001, OHSAS 45001, and bizSAFE STAR[96](index=96&type=chunk) [Key Risks and Uncertainties](index=28&type=section&id=Key%20Risks%20and%20Uncertainties) The Group faces risks related to customer concentration, the non-recurring nature of projects, and challenges in recruiting and retaining skilled employees and/or foreign workers; customer concentration could impact business and financial performance, project non-recurrence may hinder new project acquisition, and labor shortages and cost fluctuations could disrupt operations and affect financial results - **Customer concentration risk**: The top five customers accounted for approximately **78.0%** of total revenue in FY2025, and any significant reduction or change in their creditworthiness could impact business, operations, and financial performance[98](index=98&type=chunk) - **Non-recurring nature of projects**: The Group is awarded contracts on a project-by-project basis, meaning revenue is not recurring, and there is no guarantee of securing new projects after existing ones are completed[99](index=99&type=chunk) - **Difficulty in recruiting and retaining skilled employees and/or foreign workers**: High labor demand in Singapore coupled with tightening policies means labor shortages and cost fluctuations could lead to operational disruptions and project delays[100](index=100&type=chunk) [Share Capital and Reserves](index=29&type=section&id=Share%20Capital%20and%20Reserves) As of March 31, 2025, the Company had 736,736,000 shares in issue, with distributable reserves available to owners of approximately S$11.3 million; the Board resolved not to recommend a final dividend for FY2025 - As of March 31, 2025, the Company had **736,736,000 shares** in issue[101](index=101&type=chunk) - Distributable reserves available to the owners of the Company were approximately **S$11.3 million**[102](index=102&type=chunk) - The Board resolved not to recommend a final dividend for FY2025 (FY2024: nil)[103](index=103&type=chunk) [Major Customers, Suppliers and Subcontractors](index=30&type=section&id=Major%20Customers,%20Suppliers%20and%20Subcontractors) In FY2025, the Group's largest supplier accounted for 3.3% of total purchases, with the top five suppliers collectively accounting for 8.7%; the largest subcontractor accounted for 14.4% of total subcontracting costs, with the top five collectively accounting for 21.0%; and the largest customer accounted for 32.3% of total revenue, with the top five collectively accounting for 78.0% FY2025 Major Supplier, Subcontractor, and Customer Proportions | Category | Proportion | | :--- | :--- | | Largest Supplier | 3.3% | | Top Five Suppliers Combined | 8.7% | | Largest Subcontractor | 14.4% | | Top Five Subcontractors Combined | 21.0% | | Largest Customer | 32.3% | | Top Five Customers Combined | 78.0% | - No director, their respective close associates, or any shareholder of the Company (to the best of the directors' knowledge, owning more than 5% of the Company's issued share capital) held any interest in any of the Group's top five customers, suppliers, or subcontractors[114](index=114&type=chunk) [Directors and Directors' Service Contracts](index=31&type=section&id=Directors%20and%20Directors'%20Service%20Contracts) This section lists the Company's serving directors and their service contract details for FY2025; executive directors typically have three-year service contracts, while independent non-executive directors serve for one-year terms, with all directors subject to retirement by rotation and re-election, and having confirmed their independence in accordance with listing rules - In FY2025, the Company's serving directors included Ms. Feng Jiamin (Chairperson), Mr. Xu Yuanhua (CEO), and several other executive and independent non-executive directors[115](index=115&type=chunk) - Each executive director has entered into a three-year service contract with the Company, and independent non-executive directors serve for a one-year term[115](index=115&type=chunk)[116](index=116&type=chunk) - All directors are subject to retirement by rotation and re-election at the annual general meeting[116](index=116&type=chunk)[118](index=118&type=chunk) - Each independent non-executive director has provided an annual confirmation of independence in accordance with Rule 3.13 of the Listing Rules, and the Company considers all independent non-executive directors to meet the independence guidelines[119](index=119&type=chunk) [Remuneration Policy and Directors' Remuneration](index=32&type=section&id=Remuneration%20Policy%20and%20Directors'%20Remuneration) The Group's remuneration policy aligns with market practices, based on employee performance, qualifications, and experience; the Board has established a Remuneration Committee responsible for formulating the remuneration policy and structure for directors and senior management, with directors' remuneration subject to shareholder approval and determined by reference to committee recommendations, responsibilities, and Group performance; the company has also purchased liability insurance for directors and officers - The Group's remuneration policy aligns with current market practices, determined by individual employee performance, qualifications, and experience[121](index=121&type=chunk) - The Board has established a Remuneration Committee responsible for developing the Group's remuneration policy and the remuneration structure for directors and senior management[123](index=123&type=chunk) - Directors' remuneration is subject to shareholder approval at the annual general meeting and is determined by reference to the Remuneration Committee's recommendations, directors' duties, responsibilities, performance, and the Group's results[124](index=124&type=chunk) - The Company renewed its directors' and officers' liability insurance in FY2025, providing appropriate coverage[126](index=126&type=chunk) [Share Option Scheme](index=34&type=section&id=Share%20Option%20Scheme) The company adopted a share option scheme in 2019, revised in 2022, to incentivize eligible individuals; the scheme's authorized limit is 10% of issued shares, with an individual limit of 1%; on June 15, 2023, 110,400,000 share options were granted to 12 employees at an exercise price of HK$0.43 per share, with a fair value of approximately S$5.1 million; due to share consolidation and rights issue, the exercise price and total number of shares issuable have been adjusted, with 11,525,275 shares remaining issuable under the revised scheme as of the report date - The share option scheme aims to provide eligible individuals with an opportunity to own shares in the Company, incentivizing their contributions and attracting and retaining talent[132](index=132&type=chunk) - The scheme's authorized limit is **10%** of the issued shares at the listing date, with an individual limit of **1%**[131](index=131&type=chunk)[138](index=138&type=chunk) - On June 15, 2023, the Company granted **110,400,000 share options** to 12 employees at an exercise price of **HK$0.43 per share**, with a fair value of approximately **S$5.1 million**[137](index=137&type=chunk)[143](index=143&type=chunk) - Due to the completion of share consolidation and rights issue, the exercise price was adjusted to **HK$4.119**, and the total number of shares issuable was adjusted to **11,525,275 shares**[146](index=146&type=chunk)[148](index=148&type=chunk) Share Option Details and Movements (FY2025) | Grantee | Grant Date | Vesting Period | Exercise Price Per Share (HK$) | Exercise Period | Unexercised as of April 1, 2024 | Granted During Period | Exercised During Period | Cancelled/Lapsed During Period | Adjusted During Period | Unexercised as of March 31, 2025 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Employees | June 15, 2023 | June 15, 2023 to June 14, 2024 | 4.119 | June 15, 2024 to June 14, 2026 | 110,400,000 | – | – | – | (98,874,725) | 11,525,275 | | **Total** | | | | | **110,400,000** | **–** | **–** | **–** | **(98,874,725)** | **11,525,275** | [Disclosure of Directors' Information](index=40&type=section&id=Disclosure%20of%20Directors'%20Information) This section discloses changes in the Board of Directors between April 24, 2024, and February 21, 2025, including the appointments of Mr. Law Wai Yip, Mr. Liu Jianfu, Mr. Leung Yiu Cho, Ms. Zhao Jianhong, and Mr. Dong Changzhou, and the resignations of Mr. Lok Ka Ho, Ms. Tam Wing Yan, Mr. Lui Kwun Yuen, Ms. Katsaya Wiriyachart, and Ms. Liu Qinghua - Mr. Law Wai Yip was appointed as an executive director on April 24, 2024, and Mr. Lok Ka Ho resigned[149](index=149&type=chunk) - Ms. Tam Wing Yan was appointed as an independent non-executive director on July 26, 2024, and Mr. Lui Kwun Yuen resigned[149](index=149&type=chunk) - Mr. Liu Jianfu and Mr. Leung Yiu Cho were appointed as executive directors on November 19, 2024, and Ms. Katsaya Wiriyachart and Ms. Liu Qinghua resigned[149](index=149&type=chunk) - Ms. Zhao Jianhong and Mr. Dong Changzhou were appointed as executive director and non-executive director, respectively, on February 21, 2025[150](index=150&type=chunk) [Interests and/or Short Positions of Substantial Shareholders in the Company's Shares and Underlying Shares](index=41&type=section&id=Interests%20and%2For%20Short%20Positions%20of%20Substantial%20Shareholders%20in%20the%20Company's%20Shares%20and%20Underlying%20Shares) As of March 31, 2025, Executive Director Mr. Liu Jianfu was a substantial shareholder of the Company, beneficially owning 81,984,000 shares, representing 11.13% of the issued shares Substantial Shareholders' Long Positions in the Company's Ordinary Shares and Underlying Shares (March 31, 2025) | Name of Substantial Shareholder | Capacity/Nature | Number of Shares Held | Percentage of the Company's Issued Shares | | :--- | :--- | :--- | :--- | | Liu Jianfu | Beneficial Owner | 81,984,000 | 11.13% | - Mr. Liu Jianfu is an executive director[153](index=153&type=chunk) [Retirement Benefit Schemes](index=41&type=section&id=Retirement%20Benefit%20Schemes) The Group participates in the Central Provident Fund Scheme for Singaporean employees, the Mandatory Provident Fund Scheme for Hong Kong employees, and state-managed retirement benefit schemes for employees of its Chinese subsidiaries; in FY2025, the total cost paid by the Group to retirement benefit schemes was approximately S$768,000 - The Group participates in the Central Provident Fund Scheme for Singaporean employees, the Mandatory Provident Fund Scheme for Hong Kong employees, and state-managed retirement benefit schemes for employees of its Chinese subsidiaries[155](index=155&type=chunk)[156](index=156&type=chunk) - In FY2025, the total cost charged to profit or loss, representing the Group's contributions to retirement benefit schemes, was approximately **S$768,000**[156](index=156&type=chunk) [Auditor](index=42&type=section&id=Auditor) This section outlines the Company's auditor changes, from PricewaterhouseCoopers to Baker Tilly TFW LLP, then to Grandall Linkage CPA Limited, Evergreen (HK) CPA Limited, Kaiyuan Xinde Certified Public Accountants Limited, and finally to Tianjian International Certified Public Accountants Limited on November 29, 2024, who will serve until the next Annual General Meeting - The Company's auditor has undergone multiple changes, with Kaiyuan Xinde Certified Public Accountants Limited being replaced by Tianjian International Certified Public Accountants Limited on November 29, 2024[159](index=159&type=chunk) - Tianjian International Certified Public Accountants Limited will serve until the conclusion of the next Annual General Meeting and will be proposed for re-appointment[160](index=160&type=chunk) [Corporate Governance Report](index=43&type=section&id=Corporate%20Governance%20Report) [Corporate Governance Practices](index=44&type=section&id=Corporate%20Governance%20Practices) The Group is committed to achieving and maintaining high standards of corporate governance to safeguard shareholders' interests, enhance corporate value, and ensure accountability; the Company has adopted and complied with all code provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix C1 of the SEHK Listing Rules - The Group is committed to achieving and maintaining high standards of corporate governance, safeguarding shareholders' interests, and enhancing corporate value and accountability[163](index=163&type=chunk) - The Company has adopted and complied with all code provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix C1 of the SEHK Listing Rules[163](index=163&type=chunk) - The Company has complied with the code provisions of the Corporate Governance Code for the year ended March 31, 2025[164](index=164&type=chunk) [Board of Directors](index=46&type=section&id=Board%20of%20Directors) The Board of Directors is responsible for the Group's overall leadership, strategic decision-making, and business oversight, having established three Board committees: Audit, Remuneration, and Nomination; the Board currently comprises seven executive directors, one non-executive director, and four independent non-executive directors, meeting the Listing Rules' requirements for independent non-executive directors and having adopted a Board Diversity Policy - The Board is responsible for the Group's overall leadership, overseeing strategic decisions, and monitoring business and performance, having established an Audit Committee, a Remuneration Committee, and a Nomination Committee[171](index=171&type=chunk) - The Board currently comprises seven executive directors, one non-executive director, and four independent non-executive directors[174](index=174&type=chunk) - The Board complies with Rules 3.10(1), 3.10(2), and 3.10A of the Listing Rules regarding the number and professional qualifications of independent non-executive directors[176](index=176&type=chunk) - The Company has adopted a Board Diversity Policy and received annual written confirmations of independence from each independent non-executive director[177](index=177&type=chunk) - All directors participate in continuous professional development activities to enhance their skills and knowledge[179](index=179&type=chunk) [Chairman and Chief Executive Officer](index=47&type=section&id=Chairman%20and%20Chief%20Executive%20Officer) In accordance with the Corporate Governance Code, the roles of Chairman and Chief Executive Officer should be separate; the Company adheres to this provision with Ms. Feng Jiamin serving as Chairperson of the Board and Mr. Xu Yuanhua as Chief Executive Officer - Ms. Feng Jiamin serves as the Chairperson of the Board, and Mr. Xu Yuanhua serves as the Chief Executive Officer, complying with Code Provision C.2.1 of the Corporate Governance Code regarding the segregation of roles[180](index=180&type=chunk) [Appointment and Re-election of Directors](index=48&type=section&id=Appointment%20and%20Re-election%20of%20Directors) This section outlines the procedures for director appointment and re-election; executive directors typically sign three-year service contracts, while independent non-executive directors receive one-year appointment letters; all directors must retire by rotation at least once every three years, and newly appointed directors must stand for election at the first annual general meeting; the Nomination Committee is responsible for reviewing Board composition and overseeing director appointments, re-elections, and succession planning - Executive directors typically sign three-year service contracts, while independent non-executive directors sign one-year appointment letters[182](index=182&type=chunk)[183](index=183&type=chunk) - All directors must retire by rotation at least once every three years, and newly appointed directors must stand for election by shareholders at the first annual general meeting following their appointment[184](index=184&type=chunk) - The Nomination Committee is responsible for reviewing the Board's composition and overseeing the appointment, re-election, and succession planning of directors[184](index=184&type=chunk) [Board Meetings and General Meetings](index=49&type=section&id=Board%20Meetings%20and%20General%20Meetings) The Company holds at least four Board meetings annually, ensuring directors have sufficient time to review documents; in FY2025, the Board held twelve meetings, and the Chairman met with independent non-executive directors once without executive directors present; shareholder general meetings were held three times, with good director attendance - The Company holds at least four Board meetings annually and ensures Board papers are dispatched at least three days before the meeting date[185](index=185&type=chunk) - In FY2025, the Board held **twelve meetings**, and the Chairman met with independent non-executive directors once without executive directors present[186](index=186&type=chunk) FY2025 Board Meeting and General Meeting Attendance | Director | Board Meetings (Attended/Eligible) | General Meetings (Attended/Eligible) | | :--- | :--- | :--- | | Ms. Feng Jiamin | 12/12 | 3/3 | | Mr. Xu Yuanhua | 12/12 | 3/3 | | Mr. Liu Jianfu | 7/7 | 0/1 | | Ms. Zhao Jianhong | 3/3 | 1/1 | | Mr. Leung Yiu Cho | 6/7 | 1/1 | | Mr. Lok Ka Ho | 0/1 | 0/0 | | Ms. Katsaya Wiriyachart | 5/5 | 2/2 | | Ms. Liu Qinghua | 5/5 | 2/2 | | Mr. Law Wai Yip | 10/11 | 2/3 | | Mr. Fong Hang Fai | 12/12 | 3/3 | | Mr. Dong Changzhou | 2/3 | 1/1 | | Mr. Shi Junsong | 12/12 | 3/3 | | Mr. Qiu Yue | 11/12 | 2/3 | | Mr. Lui Kwun Yuen | 4/4 | 0/0 | | Mr. Hu Qiteng | 12/12 | 3/3 | | Ms. Tam Wing Yan | 7/8 | 3/3 | [Board Committees](index=51&type=section&id=Board%20Committees) The Board has established Nomination, Remuneration, and Audit Committees to oversee specific aspects of the company's affairs; each committee is chaired by or primarily composed of independent non-executive directors, ensuring independence and professionalism, and is responsible for duties such as Board composition, remuneration policy, financial reporting, internal control, and risk management - The Nomination Committee, comprising four members with Mr. Hu Qiteng as Chairman, is responsible for reviewing the Board structure, identifying suitable director candidates, assessing the independence of independent non-executive directors, and making recommendations on director appointments[191](index=191&type=chunk)[192](index=192&type=chunk) - The Remuneration Committee, comprising three independent non-executive directors with Mr. Shi Junsong as Chairman, is responsible for making recommendations on the remuneration policy and structure for all directors and senior management, and determining specific remuneration packages[204](index=204&type=chunk) - The Audit Committee, comprising three independent non-executive directors with Mr. Hu Qiteng as Chairman, is responsible for assisting the Board in providing an independent review of the effectiveness of the Group's financial reporting process, internal control, and risk management systems, and overseeing the audit process[207](index=207&type=chunk) FY2025 Senior Management Remuneration Range (S$ '000) | Remuneration Range (S$ '000) | Number of Individuals | | :--- | :--- | | S$301 to S$400 | 1 | | S$601 to S$700 | 1 | [Risk Management and Internal Control](index=56&type=section&id=Risk%20Management%20and%20Internal%20Control) The Board is responsible for maintaining adequate risk management and internal control systems, reviewing their effectiveness annually; the Audit Committee assists in overseeing the design, implementation, and monitoring of these systems; the Group has established various risk management procedures and guidelines, and outsources internal audit functions to external bodies; in FY2025, the Board deemed these systems effective and appropriate - The Board is responsible for maintaining adequate risk management and internal control systems to safeguard shareholders' investments and the company's assets, and reviews the effectiveness of these systems annually[211](index=211&type=chunk) - The Audit Committee assists the Board in leading management and overseeing the design, implementation, and monitoring of risk management and internal control systems[212](index=212&type=chunk) - The Group has established and adopted various risk management procedures and guidelines, defining implementation authorities based on key business processes and office functions[212](index=212&type=chunk) - The Group outsources its internal audit function to an external body, responsible for independently reviewing the appropriateness and effectiveness of risk management and internal control systems[213](index=213&type=chunk) - In FY2025, the Board considered the risk management and internal control systems to be effective and appropriate[213](index=213&type=chunk) [Communication with Shareholders and Investor Relations](index=58&type=section&id=Communication%20with%20Shareholders%20and%20Investor%20Relations) The Company values effective communication with shareholders to enhance investor relations and facilitate informed investment decisions, achieving this through annual general meetings, its company website, and a shareholder communication policy; shareholders can request extraordinary general meetings in writing or submit inquiries to the Board; the Company has adopted a dividend policy but did not recommend a dividend for FY2025 - The Company believes that effective communication with shareholders is crucial for enhancing investor relations and enabling investors to better understand the Group's business, performance, and strategy[219](index=219&type=chunk) - Annual general meetings provide shareholders with an opportunity to communicate directly with directors, with the Company Chairman and chairpersons of each Board committee attending to answer questions[219](index=219&type=chunk) - Shareholders holding not less than one-tenth of the Company's paid-up share capital carrying voting rights may request the Board to convene an extraordinary general meeting[222](index=222&type=chunk) - The Company has adopted a dividend policy, with dividend declarations at the discretion of the Board, based on factors such as the Group's financial performance, economic conditions, and business strategy[225](index=225&type=chunk) [Environmental, Social and Governance Report](index=59&type=section&id=Environmental,%20Social%20and%20Governance%20Report) [Reporting Scope and Boundary](index=59&type=section&id=Reporting%20Scope%20and%20Boundary) This Environmental, Social and Governance Report outlines Peng Gao Holdings Group Limited's environmental and social performance from April 1, 2024, to March 31, 2025, covering its infrastructure pipeline construction and related engineering services in Singapore and building materials trading in Hong Kong, prepared in accordance with Appendix 2 of the Hong Kong Stock Exchange Listing Rules' Environmental, Social and Governance Reporting Guide - The report covers business operations from April 1, 2024, to March 31, 2025, in infrastructure pipeline construction and related engineering services in Singapore, and building materials trading in Hong Kong[228](index=228&type=chunk) - The report is prepared in accordance with Appendix 2 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, Environmental, Social and Governance Reporting Guide, and the "comply or explain" provisions[228](index=228&type=chunk) [ESG Governance](index=60&type=section&id=ESG%20Governance) The Group is committed to enhancing shareholder value and maintaining transparency, having established an ESG working group comprising senior management and risk management team representatives to oversee ESG efforts across departments; the Board bears ultimate responsibility for the Group's ESG strategy and reporting, actively engaging with stakeholders to identify material issues - The Group has established an ESG working group, comprising senior management and risk management team representatives, to oversee ESG efforts across various departments[229](index=229&type=chunk) - The Board bears ultimate responsibility for the Group's ESG strategy and reporting, and monitors the Group's compliance with external regulatory bodies' ESG-related laws and regulations[229](index=229&type=chunk)[231](index=231&type=chunk) - The Group values stakeholder feedback, maintaining close communication with key stakeholders through general meetings, performance evaluations, customer feedback collection, and interview meetings[232](index=232&type=chunk)[235](index=235&type=chunk) [Environment](index=63&type=section&id=Environment) The Group is committed to continuously improving its sustainability practices and reducing emissions and environmental impact; despite no significant environmental risks currently, the Group actively implements energy and water conservation measures and manages waste according to regulations; in FY2025, total greenhouse gas emissions were 2,433.9 tonnes CO2e, total energy consumption was 9,317.0 MWh, and water consumption was 14,979 cubic meters; the Group also implements dust and noise control measures and assesses physical and transitional risks from climate change - The Group is committed to continuously improving its sustainability practices and reducing overall emissions and environmental impact[240](index=240&type=chunk) Gaseous Pollutants and Greenhouse Gas Emissions (FY2025 vs FY2024) | Emission | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Nitrogen Oxides | kg | 5,556.1 | 5,030.1 | | Sulfur Oxides | kg | 156.4 | 142.2 | | Particulate Matter | kg | 562.7 | 511.5 | | Scope 1 Greenhouse Gas | tonnes CO2e | 2,362.8 | 1,724.5 | | Scope 2 Greenhouse Gas | tonnes CO2e | 69.3 | 76.3 | | Scope 3 Greenhouse Gas | tonnes CO2e | 1.8 | 1.1 | | Total Greenhouse Gas Emissions | tonnes CO2e | 2,433.9 | 1,801.9 | | Greenhouse Gas Emissions Intensity | tonnes CO2e/S$ million revenue | 41.2 | 30.5 | - The Group implements dust control measures, including paving site areas, providing water spraying devices, and covering vehicle loads[244](index=244&type=chunk)[246](index=246&type=chunk) - Non-hazardous waste, primarily construction waste, is managed through a classified waste management system and recycling of office materials[245](index=245&type=chunk)[247](index=247&type=chunk) Energy and Water Consumption (FY2025 vs FY2024) | Natural Resource | Unit | FY2025 | FY2024 | | :--- | :--- | :--- | :--- | | Electricity | MWh | 168.2 | 157.4 | | Fuel | MWh | 9,148.8 | 6,374.9 | | Total Energy Consumption | MWh | 9,317.0 | 6,532.3 | | Energy Consumption Intensity | MWh/S$ million revenue | 157.7 | 110.5 | | Water | cubic meters | 14,979 | 28,144 | | Water Consumption Intensity | cubic meters/S$ million revenue | 253.6 | 476.1 | - The Group set a target for total energy consumption of **10,500 MWh** for FY2025 and successfully achieved it[258](index=258&type=chunk) - The Group assessed and analyzed physical risks (extreme weather, rising temperatures) and transitional risks (technology, legal policies, market, reputation) posed by climate change, and developed mitigation measures[263](index=263&type=chunk)[264](index=264&type=chunk)[266](index=266&type=chunk) [Society](index=69&type=section&id=Society) The Group highly values employee well-being and labor practices, offering fair recruitment and promotion opportunities, competitive remuneration and benefits, and is committed to fostering a safe and healthy work environment; as of March 31, 2025, the Group had 501 employees and provided diverse training; the Group strictly adheres to labor standards, implements supply chain management to ensure quality and environmental and social responsibility, and enhances customer satisfaction through client visit reports and complaint handling mechanisms; the Group also has an anti-corruption policy and whistleblowing mechanism, and actively participates in community activities - The Group attracts talent through fair, flexible, and transparent recruitment strategies and provides internal promotion and job opportunities for existing employees[268](index=268&type=chunk) - The Group offers competitive remuneration, regularly reviewed to ensure alignment with the employment market, and adheres to principles of equality and non-discrimination[269](index=269&type=chunk)[270](index=270&type=chunk) Employee Data (FY2025) | Category | Employee Distribution | Employee Turnover Rate | | :--- | :--- | :--- | | **Employment Type** | | | | Full-time | 99.8% | 21% | | Part-time | 0.2% | 100% | | **Age Group** | | | | 19 to 30 years old | 41.4% | 20% | | 31 to 45 years old | 46.9% | 23% | | 46 to 60 years old | 6.4% | 4% | | 61 years or older | 5.3% | 20% | | **Gender** | | | | Male | 89.3% | 21% | | Female | 10.7% | 13% | | **Location** | | | | Mainland China and Hong Kong | 26.5% | 7.1% | | Singapore | 10.8% | 12.8% | | Malaysia | 9.2% | 9.3% | | India | 49.5% | 23.8% | | Myanmar | 2.8% | 35.7% | | Thailand | 0.8% | – | | Other | 0.4% | – | - The Group is committed to providing and maintaining a safe and healthy working environment for employees, subcontractors, and suppliers, implementing Quality, Safety, Health, and Environment (QSHE) management system operating procedures[275](index=275&type=chunk) Lost Days Due to Work Injury and Work-Related Fatalities Statistics | Metric | FY2025 | FY2024 | FY2023 | | :--- | :--- | :--- | :--- | | Work-Related Fatalities | 0 | 0 | 0 | | Work Injury Cases | 0 | 0 | 0 | | Lost Days Due to Work Injury | 0 | 0 | 0 | - The Group provides diverse training courses, including work safety, fire safety, occupational health, and environmental protection, with a total of **9,466 training hours** in FY2025[279](index=279&type=chunk)[282](index=282&type=chunk) - The Group strictly complies with local laws, does not employ children below the legal working age, and does not force employees to work against their will[283](index=283&type=chunk) - The Group implements a supplier performance evaluation and monitoring system, assessing product quality, delivery capability, past performance, and reputation, and incorporating environmental and social risk management[284](index=284&type=chunk) - The Group has obtained ISO 9001 quality management certification, collects feedback through client visit reports, and has procedures for handling customer feedback and complaints[287](index=287&type=chunk)[288](index=288&type=chunk) - The Group strictly complies with Singapore's Personal Data Protection Act and Hong Kong's Personal Data (Privacy) Ordinance to protect customer data assets[290](index=290&type=chunk) - The Group has zero tolerance for any corruption, fraud, and all other unethical behaviors, and has a whistleblowing procedure to encourage employees to report suspicious activities immediately[292](index=292&type=chunk)[294](index=294&type=chunk) [Independent Auditor's Report](index=77&type=section&id=Independent%20Auditor's%20Report) [Key Audit Matters](index=79&type=section&id=Key%20Audit%20Matters) This section identifies construction contract revenue recognition as the most significant matter in the FY2025 audit, as management's estimation of transaction prices and total contract costs involves significant judgment; auditors performed detailed procedures, including understanding controls, sampling contract values, assessing cost appropriateness, testing actual costs, comparing completion percentages with payment progress, and evaluating provisions for foreseeable losses - Construction contract revenue recognition was identified as a key audit matter due to significant estimates and judgments involved in management's estimation of transaction prices and total contract costs[301](index=301&type=chunk)[303](index=303&type=chunk) - Auditors performed various audit procedures, including understanding and verifying relevant controls, sampling contract values, assessing the appropriateness of significant cost components, testing actual costs, comparing completion percentages with payment progress, and evaluating provisions for foreseeable losses[302](index=302&type=chunk)[304](index=304&type=chunk) [Responsibilities of Directors and Audit Committee for the Consolidated Financial Statements](index=81&type=section&id=Responsibilities%20of%20Directors%20and%20Audit%20Committee%20for%20the%20Consolidated%20Financial%20Statements) Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards and the Hong Kong Companies Ordinance, and for internal controls to ensure the statements are free from material misstatement; the Audit Committee assists directors in overseeing the financial reporting process - Directors are responsible for preparing consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance[308](index=308&type=chunk) - Directors are responsible for the internal controls they determine necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error[308](index=308&type=chunk) - The Audit Committee assists directors in fulfilling their responsibility to oversee the Group's financial reporting process[309](index=309&type=chunk) [Auditor's Responsibilities for the Audit of the Consolidated Financial Statements](index=82&type=section&id=Auditor's%20Responsibilities%20for%20the%20Audit%20of%20the%20Consolidated%20Financial%20Statements) The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error; the auditor exercises professional judgment and skepticism, identifies and assesses risks, understands internal controls, evaluates accounting policies and estimates, and concludes on going concern ability, communicating audit scope, timing, and significant findings with the Audit Committee - The auditor's objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error[310](index=310&type=chunk) - The auditor exercises professional judgment, maintains professional skepticism, identifies and assesses risks of material misstatement, and designs and performs audit procedures[311](index=311&type=chunk) - The auditor communicates with the Audit Committee regarding the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control[313](index=313&type=chunk) [Audited Consolidated Financial Statements](index=83&type=section&id=Audited%20Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=83&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2025, the Group's revenue from continuing operations was approximately S$59.072 million, with a gross profit of S$9.404 million; despite an increase in other income, higher administrative expenses and finance costs led to an expanded annual loss from continuing operations of S$13.136 million, while discontinued operations generated an annual income of S$83 thousand, resulting in a final annual loss of S$13.053 million Consolidated Statement of Profit or Loss and Other Comprehensive Income (S$ '000) | Metric | FY2025 | FY2024 | | :--- | :--- | :--- | | Revenue | 59,072 | 59,115 | | Cost of Sales | (49,668) | (51,122) | | Gross Profit | 9,404 | 7,993 | | Other Income | 3,467 | 2,576 | | Administrative Expenses | (23,436) | (18,683) | | Operating Loss | (10,955) | (8,588) | | Finance Costs | (1,154) | (1,727) | | Loss Before Tax | (12,698) | (10,481) | | Annual Loss from Continuing Operations | (13,136) | (10,652) | | Annual Income/(Loss) from Discontinued Operations | 83 | (1,624) | | Annual Loss | (13,053) | (12,276) | | Total Comprehensive Expense for the Year | (11,913) | (13,634) | - The **annual loss from continuing operations** expanded from S$10.652 million in FY2024 to **S$13.136 million** in FY2025[315](index=315&type=chunk) - Discontinued operations generated an **annual income of S$83 thousand** in FY2025, compared to a loss of S$1.624 million in FY2024[315](index=315&type=chunk) Loss Per Share (Singapore Cents) | Metric | FY2025 | FY2024 (Restated) | | :--- | :--- | :--- | | Basic and Diluted from Continuing and Discontinued Operations | (3.02) | (8.97) | | Basic and Diluted from Continuing Operations | (3.04) | (7.81) | | Basic and Diluted from Discontinued Operations | 0.02 | (1.16) | [Consolidated Statement of Financial Position](index=85&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets were S$128.373 million, with current assets significantly increasing to S$100.855 million; non-current assets slightly decreased, while current liabilities rose to S$40.882 million and non-current liabilities significantly reduced, leading to an increase in total equity to S$82.416 million Consolidated Statement of Financial Position (S$ '000) | Metric | March 31, 2025 | March 31, 2024 | | :--- | :--- | :--- | | **Non-Current Assets** | | | | Property, Plant and Equipment | 16,145 | 17,191 | | Right-of-Use Assets | 2,291 | 3,282 | | Investments in Joint Ventures | 9,017 | 9,906 | | **Current Assets** | | | | Trade and Other Receivables | 49,607 | 23,086 | | Loans Receivable | 7,948 | 10,461 | | Amounts Due from Joint Ventures | 18,647 | 18,802 | | Contract Assets | 16,062 | 20,651 | |

[Cover and Financial Highlights](index=1&type=section&id=Cover%20and%20Financial%20Highlights) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Peng Gao Holdings Group reported a wider annual loss from continuing operations of S$13.1 million due to increased administrative expenses, despite flat revenue, while basic loss per share narrowed to 3.04 Singapore cents FY2025 Financial Highlights (Continuing Operations) | Metric | 2025 (S$ thousand) | 2024 (S$ thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 59,072 | 59,115 | -0.07% | | Gross Profit | 9,404 | 7,993 | +17.65% | | Loss Before Income Tax | (12,698) | (10,481) | +21.15% | | Annual Loss | (13,136) | (10,652) | +23.32% | | Basic and Diluted Loss Per Share (Singapore cents) | (3.04) | (7.81) | Narrowed 61.1% | [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=2&type=section&id=Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) In FY2025, the Group's revenue remained stable at S$59.1 million, with gross profit increasing by 17.7% to S$9.4 million, but administrative expenses rose significantly, leading to an expanded operating loss and an annual loss from continuing operations of S$13.1 million Key Items from Consolidated Statement of Profit or Loss (Continuing Operations) | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | YoY Change | | :--- | :--- | :--- | :--- | | Revenue | 59,072 | 59,115 | -0.1% | | Gross Profit | 9,404 | 7,993 | +17.7% | | Administrative Expenses | (23,436) | (18,683) | +25.4% | | Operating Loss | (10,955) | (8,588) | +27.6% | | Finance Costs | (1,154) | (1,727) | -33.2% | | Loss Before Tax | (12,698) | (10,481) | +21.2% | | Annual Loss | (13,136) | (10,652) | +23.3% | - Total annual loss attributable to owners of the Company expanded to **S$12.9 million** from S$12.0 million in the previous fiscal year[6](index=6&type=chunk) Loss Per Share Details | Loss Per Share (Singapore cents) | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Continuing Operations | (3.04) | (7.81) | | Discontinued Operations | 0.02 | (1.16) | | **Total** | **(3.02)** | **(8.97)** | [Consolidated Statement of Financial Position](index=5&type=section&id=Consolidated%20Statement%20of%20Financial%20Position) As of March 31, 2025, the Group's total assets increased to S$128.4 million, driven by a significant rise in trade and other receivables, while total liabilities grew to S$45.9 million, and net assets improved to S$82.4 million due to increased equity Key Items from Statement of Financial Position | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | YoY Change | | :--- | :--- | :--- | :--- | | **Total Assets** | **128,373** | **112,131** | **+14.5%** | | Non-current Assets | 27,518 | 30,379 | -9.4% | | Current Assets | 100,855 | 81,752 | +23.4% | | **Total Liabilities** | **45,957** | **42,272** | **+8.7%** | | Current Liabilities | 40,882 | 26,446 | +54.6% | | Non-current Liabilities | 5,075 | 15,826 | -67.9% | | **Net Assets** | **82,416** | **69,859** | **+18.0%** | | **Total Equity** | **82,416** | **69,859** | **+18.0%** | - The significant growth in current assets was primarily driven by "Trade and other receivables," which increased from **S$23.1 million** to **S$49.6 million**[8](index=8&type=chunk) - The substantial decrease in non-current liabilities was mainly due to a reduction in borrowings from **S$12.8 million** to **S$2.6 million**[9](index=9&type=chunk) [Notes to the Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) [Company Information and Basis of Preparation](index=7&type=section&id=1%20Company%20Information%20and%202%20Basis%20of%20Preparation) Peng Gao Holdings Group Limited is an investment holding company listed on the Main Board of the Hong Kong Stock Exchange, primarily engaged in infrastructure pipeline construction, engineering services, and building materials trading, with financial statements prepared under IFRS and new standards applied without significant impact - The Group is primarily engaged in infrastructure pipeline construction and related engineering services, mainly for the gas, water, telecommunications, and power industries, along with providing construction and engineering services and building materials trading[10](index=10&type=chunk) - The financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and comply with the disclosure requirements of the Hong Kong Companies Ordinance and the Listing Rules of the Stock Exchange[12](index=12&type=chunk) - New and revised IFRS standards applied for the first time this year did not have a significant impact on the Group's financial position and performance[13](index=13&type=chunk) [Segment Information](index=10&type=section&id=4%20Segment%20Information) The Group's continuing operations are divided into construction contracts and engineering services, and building materials trading, with the former being the core segment contributing nearly all revenue and segment results, and the company exhibiting high customer concentration Segment Revenue and Results (Continuing Operations) | Segment | 2025 Revenue (S$ thousand) | 2024 Revenue (S$ thousand) | 2025 Results (S$ thousand) | 2024 Results (S$ thousand) | | :--- | :--- | :--- | :--- | :--- | | Construction Contracts and Engineering Services | 59,035 | 59,097 | 9,367 | 7,975 | | Building Materials Trading | 37 | 18 | 37 | 18 | | **Total Segment** | **59,072** | **59,115** | **9,404** | **7,993** | - In FY2025, three customers individually accounted for over 10% of the Group's total revenue, collectively contributing **S$35.8 million**, representing approximately **60.6%** of total revenue[21](index=21&type=chunk) - The Group's non-current assets are primarily located in Singapore (**S$18.2 million**) and China (**S$9.2 million**)[21](index=21&type=chunk) [Notes on Key Financial Items](index=12&type=section&id=Key%20Financial%20Items%20Notes) This section details key income statement and balance sheet items, including a rise in other income, a significant drop in finance costs, a surge in trade and other receivables due to a large prepayment, no dividends declared, and a post-period sale of a subsidiary's equity [Other Income and Other (Losses)/Gains, Net](index=12&type=section&id=5%20Other%20Income%20and%206%20Other%20%28Losses%29%2FGains%2C%20Net) In FY2025, other income increased to S$3.5 million, driven by agency and miscellaneous income, while other net losses of S$0.25 million primarily resulted from a S$0.41 million loss on the disposal of a joint venture, partially offset by gains from subsidiary disposals Other Income Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Interest Income | 146 | 114 | | Government Grants | 204 | 55 | | Loan Interest Income | 340 | 252 | | Agency Income | 1,104 | 778 | | Others | 1,673 | 1,377 | | **Total** | **3,467** | **2,576** | - Other net losses primarily resulted from a **S$0.41 million** loss on the disposal of a joint venture[23](index=23&type=chunk) [Finance Costs and Loss Before Tax](index=14&type=section&id=7%20Finance%20Costs%20and%208%20Loss%20Before%20Tax) Total finance costs in FY2025 significantly decreased by 33.2% to S$1.15 million, primarily due to reduced interest on other borrowings and bonds, while loss before tax included employee benefit costs of S$18.1 million, lower than the prior year due to no equity-settled share-based payments Finance Costs Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Interest on Lease Liabilities | 165 | 83 | | Interest on Term Loans | 171 | 190 | | Interest on Other Borrowings | 191 | 595 | | Interest on Bonds | 627 | 859 | | **Total** | **1,154** | **1,727** | - Employee benefit costs for FY2025 were **S$18.1 million**, down from S$21.3 million in FY2024, primarily because there were no equity-settled share-based payment expenses in FY2025 (FY2024: S$5.1 million)[26](index=26&type=chunk) [Income Tax Expense and Loss Per Share](index=15&type=section&id=9%20Income%20Tax%20Expense%20and%2010%20Loss%20Per%20Share) Income tax expense for the current fiscal year increased to S$0.44 million, mainly due to current tax in China, and despite a wider loss attributable to owners, basic loss per share from continuing operations significantly narrowed to 3.04 Singapore cents due to a substantial increase in weighted average ordinary shares - Income tax expense increased from **S$0.17 million** to **S$0.44 million**, primarily due to **S$0.40 million** of profits tax incurred in China during the year[28](index=28&type=chunk) Basic Loss Per Share Calculation | Item | 2025 | 2024 (Restated) | | :--- | :--- | :--- | | Loss Attributable to Continuing Operations (S$ thousand) | (12,976) | (10,437) | | Weighted Average Number of Ordinary Shares (thousand shares) | 427,100 | 133,611 | | **Basic Loss Per Share (Singapore cents)** | **(3.04)** | **(7.81)** | [Dividends](index=17&type=section&id=11%20Dividends) The Board resolved not to declare any dividends for the financial year ended March 31, 2025, consistent with the previous fiscal year - The Directors resolved not to declare any dividends for the year ended March 31, 2025 (2024: Nil)[31](index=31&type=chunk) [Trade and Other Receivables](index=17&type=section&id=12%20Trade%20and%20Other%20Receivables) As of March 31, 2025, total trade and other receivables more than doubled to S$49.6 million from S$23.1 million, primarily due to a surge in prepayments from S$1.8 million to S$25.1 million, including a S$15 million prepayment for a China industrial park project Trade and Other Receivables Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Trade Receivables (Net) | 14,743 | 4,873 | | Prepayments | 25,130 | 1,796 | | Deposits | 2,682 | 3,949 | | Other Receivables | 7,139 | 12,700 | | **Total** | **49,607** | **23,086** | - Prepayments significantly increased, including approximately **S$15 million** paid to the vendor for the Phase 3 construction project of "Zhuo Hang • Dian Dian Science and Technology Innovation City Industrial Park" in China[35](index=35&type=chunk) [Trade and Other Payables](index=20&type=section&id=13%20Trade%20and%20Other%20Payables) As of March 31, 2025, total trade and other payables significantly increased by 78% to S$22.7 million from S$12.7 million, primarily due to increases in trade payables and other payables Trade and Other Payables Details | Item | 2025 (S$ thousand) | 2024 (S$ thousand) | | :--- | :--- | :--- | | Trade Payables | 7,446 | 4,700 | | Other Payables and Accruals | 15,230 | 8,048 | | **Total** | **22,676** | **12,748** | [Events After Reporting Period](index=21&type=section&id=14%20Events%20After%20Reporting%20Period) Subsequent to the reporting period, on April 14, 2025, the company agreed to sell a 27% equity interest in its subsidiary Integral Virtue Limited (IVL) for S$8.3 million, with the transaction completed on June 18, 2025, retaining a 51% controlling interest - On April 14, 2025, the Company entered into an agreement to dispose of a **27%** equity interest in its subsidiary Integral Virtue Limited for **S$8.3 million**, retaining a **51%** interest after the disposal[39](index=39&type=chunk) [Management Discussion and Analysis](index=22&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review and Outlook](index=22&type=section&id=Business%20Review%20and%20Outlook) In FY2025, the Group maintained stable total revenue at S$59.1 million despite global economic challenges, with a decline in pipeline construction offset by significant growth in construction and engineering services, as management aims to consolidate market position and explore global opportunities - Despite a decrease in revenue from gas and water pipeline projects, construction and engineering services revenue significantly increased from **S$0.7 million** to **S$8.9 million**, stabilizing total revenue[41](index=41&type=chunk) - The Group's strategy remains unchanged, focusing on consolidating market position through bidding and leveraging its listed status for opportunities, with future emphasis on enhancing its position in the construction industry and exploring new global businesses[42](index=42&type=chunk)[43](index=43&type=chunk) - As of March 31, 2025, the Group had **11** ongoing gas and water pipeline projects with a total contract value of **S$88.1 million**, of which **S$75.4 million** had been recognized as revenue[44](index=44&type=chunk) [Financial Review](index=24&type=section&id=Financial%20Review) This section analyzes the Group's financial performance, noting stable total revenue at S$59.1 million, improved gross margin to 15.9% due to higher-margin services, but an expanded annual loss of S$13.1 million due to increased administrative expenses, alongside a surge in receivables and reduced borrowings [Revenue Analysis](index=24&type=section&id=Revenue) Total revenue for FY2025 remained flat at S$59.1 million, with a significant shift in revenue structure as a S$8.1 million decrease in traditional water pipeline project revenue was offset by an S$8.2 million increase in emerging construction and engineering services revenue Revenue Composition Details | Business Segment | 2025 Revenue (S$ thousand) | % of Total Revenue | 2024 Revenue (S$ thousand) | % of Total Revenue | | :--- | :--- | :--- | :--- | :--- | | Gas Pipelines | 19,939 | 33.7% | 20,022 | 33.9% | | Water Pipelines | 30,220 | 51.2% | 38,332 | 64.8% | | Construction and Engineering Services | 8,876 | 15.0% | 738 | 1.2% | | Building Materials Trading | 37 | 0.1% | 18 | 0.1% | | **Total** | **59,072** | **100.0%** | **59,115** | **100.0%** | - The main reason for stable revenue is that the decrease in water pipeline project revenue by approximately **S$8.1 million** was almost entirely offset by an increase in construction and engineering services revenue by approximately **S$8.2 million**[47](index=47&type=chunk) [Cost, Gross Profit, and Other Profit or Loss Items Analysis](index=26&type=section&id=Cost%2C%20Gross%20Profit%2C%20and%20Other%20Profit%20or%20Loss%20Items%20Analysis) Cost of sales decreased by 2.8% to S$49.7 million, while gross profit increased by 17.5% to S$9.4 million, with gross margin improving to 15.9% due to higher-margin construction and engineering services, but administrative expenses rose to S$23.4 million, contributing to the wider annual loss - Gross profit increased from **S$8.0 million** to **S$9.4 million**, with gross margin rising from **13.5%** to **15.9%**, primarily due to increased revenue from higher-margin construction and engineering services[50](index=50&type=chunk) - Other income increased by **S$0.9 million** to **S$3.5 million**, mainly from increased agency income and miscellaneous income[51](index=51&type=chunk) - Administrative expenses increased from **S$18.7 million** to **S$23.4 million**, primarily due to increased general operating expenses from the expansion of construction and engineering services business[54](index=54&type=chunk) [Balance Sheet Items Analysis](index=27&type=section&id=Balance%20Sheet%20Items%20Analysis) Key balance sheet changes include a S$26.5 million surge in trade and other receivables due to increased prepayments, loans receivable primarily from joint venture shareholders and third parties, a S$10 million increase in trade and other payables, and a S$3.6 million reduction in borrowings from bond and bank loan repayments - Trade and other receivables increased from **S$23.1 million** to **S$49.6 million**, mainly due to a **S$23.3 million** increase in prepayments[60](index=60&type=chunk) - The Group has established a money lending business to diversify revenue streams, granting loans at **6%** annual interest to independent third parties and interest-free loans to joint venture shareholders to facilitate project development[61](index=61&type=chunk) - Total borrowings decreased from **S$23.2 million** to **S$19.6 million**, primarily due to the repayment of certain bonds, bank, and other borrowings during the year[63](index=63&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=29&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) As of March 31, 2025, the Group maintained a robust liquidity position, with net current assets increasing to S$60 million and net assets to S$82.4 million, while the gearing ratio significantly improved to 27% from 38% due to reduced borrowings and equity financing, aligning with its capital management strategy Key Financial Ratios | Metric | As of March 31, 2025 | As of March 31, 2024 | | :--- | :--- | :--- | | Net Current Assets | approx. S$60.0 million | approx. S$55.3 million | | Net Assets | approx. S$82.4 million | approx. S$69.9 million | | Bank Balances and Cash | approx. S$4.4 million | approx. S$1.4 million | | Gearing Ratio | approx. 27% | approx. 38% | - The decrease in the gearing ratio was primarily attributable to a reduction in borrowings and the completion of equity financing activities during the year[64](index=64&type=chunk) - The Group's capital structure comprises net debt and equity attributable to owners of the Company, with management balancing the overall capital structure through dividends, new share issues, debt issuance, or debt redemption[65](index=65&type=chunk) [Use of Proceeds](index=30&type=section&id=Use%20of%20Proceeds) This section details the use of proceeds from various financing activities, noting that IPO proceeds were fully utilized by March 31, 2024, HK$11 million from the 2022 subscription remains for smart parking, and proceeds from 2023 subscription and 2024 rights issue were fully deployed for project costs, loan repayment, and working capital - The net proceeds from the IPO, approximately **HK$90.2 million**, were fully utilized as of March 31, 2024[67](index=67&type=chunk)[70](index=70&type=chunk) - Of the net proceeds from the 2022 subscription of **HK$87.0 million**, **HK$11.0 million** remained unutilized as of March 31, 2025, and is expected to be used for the smart parking business in China by September 30, 2025[71](index=71&type=chunk)[72](index=72&type=chunk) - The net proceeds from the 2023 subscription, approximately **HK$94.6 million**, and the 2024 rights issue, approximately **HK$100.2 million**, were fully utilized as planned within the current fiscal year[73](index=73&type=chunk)[77](index=77&type=chunk) [Significant Acquisitions and Disposals](index=36&type=section&id=Significant%20Acquisitions%2C%20Disposals%20of%20Subsidiaries%20and%20Significant%20Investments%20in%20Associates%20and%20Joint%20Ventures) In FY2025, the Group acquired 100% equity in Zhongshan Wuguishan Construction Engineering Co., Ltd. for RMB2.2 million to expand its construction business in China by leveraging the target company's qualifications, which contributed approximately S$3 million in revenue post-acquisition - In March 2025, the Group acquired **100%** equity interest in Zhongshan Wuguishan Construction Engineering Co., Ltd. for **RMB2.2 million**[78](index=78&type=chunk) - The acquisition aims to leverage the target company's various construction engineering qualifications, including Grade II general contracting, to expand the Group's construction business in China, create synergies with existing operations, and enhance bidding competitiveness for projects[79](index=79&type=chunk) - From the acquisition date to the end of the reporting period, Zhongshan Wuguishan contributed approximately **S$3.0 million** in revenue and approximately **S$0.3 million** in loss to the Group[80](index=80&type=chunk) [Risk Management](index=37&type=section&id=Risk%20Management) Operating in Singapore, Hong Kong, and China, the Group faces foreign exchange risk, primarily in Singapore Dollars and RMB, which it monitors but does not hedge with derivatives, while maintaining prudent financial management and continuous investment oversight by the finance department - The Group's operations involve multiple currencies, including Singapore Dollars and RMB, exposing it to foreign exchange risk, which the Group monitors but currently does not hedge[82](index=82&type=chunk) - The Group adopts a prudent treasury policy, with the finance department responsible for researching investment proposals and continuous monitoring[83](index=83&type=chunk) [Other Disclosures](index=38&type=section&id=Other%20Disclosures) [Compliance and Governance](index=38&type=section&id=Compliance%20and%20Governance) The company confirms that all directors complied with the Model Code for Securities Transactions by Directors of Listed Issuers throughout FY2025, the company adhered to the Corporate Governance Code, the audit committee reviewed the annual results, and the auditor verified the preliminary announcement figures against the consolidated financial statements - The Company's Directors have fully complied with the Model Code for Securities Transactions throughout FY2025[87](index=87&type=chunk) - The Company has complied with the provisions of the Corporate Governance Code for FY2025[88](index=88&type=chunk) - The Audit Committee has reviewed the annual results for FY2025[91](index=91&type=chunk) [Dividends and Report Publication](index=39&type=section&id=Dividends%20and%20Report%20Publication) The Board does not recommend any final dividend for FY2025, and the annual results announcement has been published on the Stock Exchange and company website, with the full annual report to be dispatched to shareholders and published online in due course - The Board does not recommend the payment of any final dividend for FY2025[90](index=90&type=chunk) - The annual results announcement and annual report will be published on the Stock Exchange and the Company's website[93](index=93&type=chunk)

Core Viewpoint - The company,卓航控股, is making a strategic investment in the target company, 协鑫产业园管理(广东)有限公司, to acquire a 51% stake, enhancing its control and diversifying its revenue sources in the clean energy sector [1][4][5]. Group 1: Investment Details - The investment agreement involves a capital injection of RMB 40 million, allowing the company to gain control over the target company [1]. - The target company has successfully acquired two plots of state-owned land in Guangdong, totaling 133,000 square meters (approximately 200 acres), for industrial use [2]. - The project company, 协鑫无坝蓄能科技(广东)有限公司, is set to develop a 100MW/600MWh pumped storage power station with an investment of RMB 1.8 billion [3]. Group 2: Strategic Implications - The investment is expected to diversify the company's operations and enhance its competitiveness in the energy sector, aligning with its strategy to improve financial performance [4]. - The acquisition will provide access to advanced pumped storage projects and inverter production, establishing a foundation for annual electricity generation of 198,000 MWh [5]. - The company aims to leverage its infrastructure capabilities to meet China's 2060 carbon neutrality goals, ensuring sustainable growth and long-term shareholder value [5]. Group 3: Environmental and Social Impact - The project is anticipated to generate 238,554 MWh of clean energy annually, enhancing the company's ESG profile and attractiveness to green investors [6]. - This initiative aligns with global decarbonization trends, ensuring the company remains competitive in the evolving energy landscape [6].

Revenue Performance - For the six months ended September 30, 2024, the total revenue was approximately SGD 24.1 million, a decrease of SGD 5.0 million compared to SGD 29.1 million for the same period in 2023[13]. - The decrease in revenue was primarily due to a reduction of approximately SGD 4.1 million in gas pipeline project revenue and SGD 0.7 million in water pipeline project revenue[13]. - The company's revenue for the first half of 2025 decreased by approximately 5.0 million SGD or 17.2% to about 24.1 million SGD, down from approximately 29.1 million SGD in the first half of 2024[22]. - Revenue from gas pipeline projects decreased by approximately 4.1 million SGD, while revenue from water pipeline projects decreased by approximately 0.7 million SGD, primarily due to the completion of related projects from previous years[22]. - Revenue for the six months ended September 30, 2024, was 24,056 thousand SGD, a decrease of 17.3% compared to 29,064 thousand SGD for the same period in 2023[144]. - The revenue from gas-related construction contracts was SGD 7,874,000, down 34.5% from SGD 11,930,000 in the previous year[182]. - The revenue from water-related construction contracts was SGD 15,964,000, a slight decrease of 4.3% compared to SGD 16,679,000 in the same period of 2023[182]. Financial Performance - Gross profit for the first half of 2025 was approximately 2.7 million SGD, a decrease of about 0.3 million SGD from 3.0 million SGD in the first half of 2024, with a gross margin of 11.2% compared to 10.2% in the previous year[24]. - The company recorded a loss of approximately 9.6 million SGD in the first half of 2025, an increase of about 1.1 million SGD from a loss of approximately 8.5 million SGD in the first half of 2024[32]. - The company reported a loss per share from continuing operations of (6.80) Singapore cents, compared to (6.43) Singapore cents in the previous year, reflecting a decline of 5.8%[148]. - The group reported a loss before tax of SGD 9,676,000 for the six months ended September 30, 2024, compared to a loss of SGD 8,193,000 in the same period of 2023[178]. - Operating loss before tax for the six months was (9,676) thousand SGD, compared to (8,193) thousand SGD in the previous year, indicating an increase in loss of 18.1%[144]. Expenses and Costs - The cost of sales decreased by approximately 4.7 million SGD or 18.1% to about 21.4 million SGD in the first half of 2025, aligning with the revenue decrease[23]. - Administrative expenses rose to approximately 14.3 million SGD in the first half of 2025 from about 11.4 million SGD in the same period of 2024, driven by increased rent and professional fees[28]. - The administrative expenses and financial costs for the six months ended September 30, 2024, were SGD 14,349,000 and SGD 587,000 respectively, compared to SGD 11,379,000 and SGD 861,000 in the previous year[178]. Assets and Liabilities - Total assets as of September 30, 2024, were 104,648 thousand SGD, down from 112,131 thousand SGD, a decrease of 6.7%[151]. - The company's equity attributable to owners decreased to 60,608 thousand SGD from 69,686 thousand SGD, a decline of 13.1%[151]. - Total liabilities decreased from 42,272 thousand to 37,240 thousand, a reduction of approximately 12.0%[153]. - Current liabilities increased from 24,729 thousand to 26,601 thousand, an increase of about 7.5%[153]. - Non-current liabilities decreased significantly from 17,543 thousand to 10,639 thousand, a decrease of approximately 39.5%[153]. Cash Flow and Financing - Cash flow from operating activities generated a net cash of 7,045 thousand, compared to a cash outflow of 17,943 thousand in the previous year[161]. - The company incurred a net cash outflow of (351) thousand from investing activities, compared to (5,675) thousand in the previous year[164]. - The company's total borrowings decreased by approximately 5.5 million SGD to about 17.7 million SGD as of September 30, 2024, primarily due to repayments of bank and other loans[40]. - The net asset value as of September 30, 2024, was approximately 67.4 million SGD, down from about 69.9 million SGD as of March 31, 2024[42]. Corporate Governance and Compliance - The company has adopted corporate governance codes to enhance accountability and shareholder value, ensuring compliance as of September 30, 2024[141]. - The audit committee reviewed the unaudited interim results and confirmed compliance with applicable accounting standards and regulations[142]. - The company continues to evaluate and enhance its corporate governance practices to align with best practices[141]. Strategic Initiatives - The board is actively exploring new business opportunities globally to identify markets with growth potential for diversification[14]. - The management believes that all ongoing projects are progressing according to schedule and are not expected to incur any liabilities[17]. - The group aims to strengthen its market position in the construction industry and develop the Trendzon Innovation City industrial park in China[14]. - The company is committed to enhancing its core competitiveness and stabilizing operations in a challenging business environment[13]. - The company is exploring market expansion opportunities and new strategies to enhance its service offerings in the construction and engineering sectors[168]. Shareholder Actions - The company announced a share consolidation on July 19, 2024, merging every 10 shares into 1 share, increasing the par value from HKD 0.01 to HKD 0.1[68]. - A rights issue was proposed at a subscription price of HKD 0.18 per share, with a total of 566,720,000 shares available for subscription[71]. - The total proceeds from the rights issue were approximately HKD 102.0 million, with a net amount of about HKD 100.2 million after expenses[71]. - The board proposed a share consolidation and rights issue to enhance capital structure and shareholder value[86].

Revenue Performance - For the six months ended September 30, 2024, the total revenue was approximately SGD 24.1 million, a decrease of SGD 5.0 million compared to SGD 29.1 million for the same period in 2023[16]. - The revenue decline was primarily due to a reduction of approximately SGD 4.1 million in gas pipeline project revenue and SGD 0.7 million in water pipeline project revenue[16]. - Revenue for the six months ended September 30, 2024, was 24,056 thousand SGD, a decrease of 17.3% compared to 29,064 thousand SGD for the same period in 2023[147]. - The revenue from gas-related construction contracts was SGD 7,874,000, down 34.5% from SGD 11,930,000 in the previous year[185]. - The revenue from water-related construction contracts was SGD 15,964,000, a slight decrease of 4.3% compared to SGD 16,679,000 in the same period of 2023[185]. Financial Performance - The group's gross profit for the first half of 2025 was approximately SGD 2.7 million, down from SGD 3.0 million in the first half of 2024, with a gross profit margin of 11.2% compared to 10.2% in the previous period[27]. - The group recorded a loss of approximately SGD 9.6 million in the first half of 2025, an increase of about SGD 1.1 million compared to a loss of approximately SGD 8.5 million in the first half of 2024[35]. - The company reported a net loss of (9,593) thousand SGD for the period, compared to (8,466) thousand SGD in the previous year, an increase in loss of 13.3%[151]. - The group reported a loss before tax of SGD 9,676,000 for the six months ended September 30, 2024, compared to a loss of SGD 8,193,000 in the same period of 2023[181]. - The basic and diluted loss per share from continuing operations was (6.80) Singapore cents, compared to (6.43) Singapore cents in the previous year, reflecting a deterioration in performance[151]. Operational Strategy - The management strategy remains focused on actively bidding to strengthen and enhance the company's reputation in the market[17]. - The company is exploring new business opportunities globally to identify markets with growth potential for diversification[17]. - The company aims to develop the Trendzon Innovation City industrial park in China to solidify its market position in the construction industry[17]. - The board believes that expanding into potential businesses presents a good opportunity to increase revenue sources[17]. - The company is prepared to face future challenges and competition by conducting research for developing different businesses and new opportunities[17]. Cost Management - Administrative expenses rose to approximately SGD 14.3 million in the first half of 2025 from SGD 11.4 million in the same period of 2024, driven by increased rental and professional fees[31]. - The group's financial costs decreased from approximately SGD 0.9 million in the first half of 2024 to approximately SGD 0.6 million in the first half of 2025 due to a reduction in average borrowings[33]. - The group’s administrative expenses and financial costs totaled SGD 14,349,000 and SGD 587,000 respectively for the six months ended September 30, 2024[181]. Assets and Liabilities - Total assets as of September 30, 2024, were 104,648 thousand SGD, a decrease of 6.5% from 112,131 thousand SGD as of March 31, 2024[154]. - Current assets decreased to 75,372 thousand SGD from 81,752 thousand SGD, a decline of 7.3%[154]. - Total liabilities decreased from 42,272 thousand to 37,240 thousand, a reduction of approximately 12.5%[156]. - Current liabilities increased from 24,729 thousand to 26,601 thousand, an increase of about 7.5%[156]. - Non-current liabilities decreased significantly from 17,543 thousand to 10,639 thousand, a decrease of approximately 39.5%[156]. Cash Flow and Financing - Cash generated from operating activities improved to 7,045 thousand compared to a cash outflow of 17,943 thousand in the previous year[164]. - Financing activities resulted in a net cash outflow of (6,422) thousand, contrasting with a cash inflow of 22,064 thousand in the previous year[167]. - The company’s cash and cash equivalents at the end of the period increased to 2,657 thousand from 2,621 thousand[167]. Employee and Shareholder Information - The group employed a total of 540 employees as of September 30, 2024, up from 481 employees as of March 31, 2024[47]. - Employee compensation for the first half of 2025 was approximately SGD 9.4 million, compared to SGD 12.3 million in the first half of 2024[47]. - Major shareholders include Zhongbei Capital Limited and Ms. Yao Jiajia, each holding 13,800,000 shares, representing 9.74% of the issued shares as of September 30, 2024[96][97]. Corporate Governance - The company has adopted corporate governance codes to enhance accountability and shareholder value, ensuring compliance as of the reporting date[144]. - The audit committee reviewed the unaudited interim results and confirmed compliance with applicable accounting standards and regulations[145]. Market and Investment Activities - The company is in the process of acquiring Zhongshan Jiantai Ying Electric Manufacturing Co., Ltd. for a maximum consideration of RMB 8 million, which will become a wholly-owned subsidiary upon completion[75]. - The company agreed to sell its entire stake in Jumbo Harvest Group Limited for HKD 9.25 million, which is involved in regulated activities under the Securities and Futures Ordinance in Hong Kong[78]. - The company has not disclosed any new strategies or acquisitions in the provided content[123].

Corporate Governance - The company has adopted and complied with all provisions of the corporate governance code as of March 31, 2024[3]. - The board consists of six executive directors and four independent non-executive directors, ensuring compliance with listing rules regarding board composition[13]. - The company is committed to enhancing corporate governance practices to ensure accountability and protect shareholder interests[2]. - The company has established three board committees: Audit Committee, Remuneration Committee, and Nomination Committee to oversee specific aspects of governance[10]. - The company has implemented a diversity policy for the board, promoting a range of experiences and skills among directors[16]. - The company has engaged in continuous professional development for its directors to ensure they are well-informed about their responsibilities[19]. - The roles of the Chairman and CEO are separated, with distinct individuals holding these positions to comply with governance standards[20]. - The company has established appropriate liability insurance for directors to cover responsibilities arising from corporate activities[12]. - The company has adopted a policy to ensure the independence of the board, focusing on a balanced composition of executive and non-executive directors[41]. - The board's governance responsibilities include reviewing and monitoring compliance with legal and regulatory requirements[38]. - The company encourages directors to seek independent professional advice at the company's expense when fulfilling their duties[37]. - The board meets at least four times a year, with a minimum of 14 days' notice provided for regular meetings[32]. - The Nomination Committee held two meetings in fiscal year 2024, with all members attending both meetings[42]. - The Remuneration Committee held two meetings in fiscal year 2024, with all members attending both meetings[63]. - The audit committee held four meetings during the fiscal year 2024, with all members attending all sessions[67]. - The nomination committee consists of four members, including Mr. Hu Qi-teng as the chairman, and is responsible for reviewing the board's structure and recommending candidates for directorship[40]. - The board retains decision-making authority over all significant matters, including policies, strategies, budgets, and major transactions[37]. - The company aims to ensure that board members possess the skills, experience, and diverse perspectives necessary for its business needs[46]. - The board composition includes independent non-executive directors from diverse industries, accounting for over one-third of the board[61]. - The Nomination Committee will regularly review the nomination policy to ensure it meets the company's needs and reflects current regulatory requirements[57]. Financial Performance - Total revenue for the fiscal year 2024 was approximately 59.1 million SGD, a slight decrease of about 0.7 million SGD compared to 59.8 million SGD in fiscal year 2023[136]. - Gross profit increased to approximately 8.0 million SGD in fiscal year 2024 from 7.1 million SGD in fiscal year 2023, with a gross margin improvement from 11.8% to 13.5%[136]. - The decrease in revenue was primarily due to a reduction of approximately 21.4 million SGD in gas pipeline project revenue, offset by an increase of about 20.0 million SGD in water pipeline project revenue[147]. - Total assets decreased to 112.1 million SGD in fiscal year 2024 from 120.4 million SGD in fiscal year 2023[132]. - Total liabilities decreased significantly to 42.3 million SGD in fiscal year 2024 from 64.2 million SGD in fiscal year 2023[132]. - Total equity increased to 69.9 million SGD in fiscal year 2024 from 56.1 million SGD in fiscal year 2023[132]. - The group recorded a loss of approximately 12.3 million SGD in FY2024, compared to a loss of about 2.1 million SGD in FY2023[184]. - The cost of sales decreased by approximately 1.6 million SGD or 3.0% from approximately 52.7 million SGD in FY2023 to about 51.1 million SGD in FY2024, aligning with the revenue decline[173]. - Other income decreased from approximately 6.2 million SGD in FY2023 to about 2.6 million SGD in FY2024, mainly due to a reduction in agency income by approximately 3.0 million SGD[175]. - Administrative expenses increased to approximately 18.7 million SGD in FY2024 from about 12.2 million SGD in FY2023, primarily due to increased operational expenses related to new acquisitions[180]. - Trade receivables and other receivables decreased from approximately 29.6 million SGD as of March 31, 2023, to about 23.1 million SGD as of March 31, 2024, mainly due to a reduction in trade receivables by approximately 7.6 million SGD[186]. - The group's total borrowings decreased from approximately 28.2 million SGD as of March 31, 2023, to about 23.2 million SGD as of March 31, 2024, primarily due to repayments of bank and other borrowings[190]. - The group's asset-liability ratio decreased from approximately 58% as of March 31, 2023, to about 38% as of March 31, 2024, mainly due to reduced borrowings and completed equity financing activities[191]. Business Strategy and Operations - The company aims to drive transformation and prosperity through alliances with listed companies and the establishment of a multi-ecosystem platform[7]. - The company is focused on resource integration and achieving its vision through collaboration and strategic partnerships[6]. - The company aims to strengthen its market position in the construction and building industry in Singapore and expand into real estate, engineering infrastructure, and other sectors in China and Southeast Asia[103]. - The board is actively exploring new business opportunities in various geographical locations to diversify the company's operations and increase revenue sources[140]. - The group has two ongoing gas pipeline projects and nine water pipeline projects with a total contract value of approximately SGD 122.5 million, of which about SGD 69.1 million has been recognized as revenue as of March 31, 2024[152]. - The company secured a new gas project and a new water project in fiscal year 2024, with a total contract value of approximately 10.0 million SGD[147]. - The company plans to enhance its market position in the construction industry and develop the "Zhuohang • Diandian Science and Technology Innovation City" industrial park project in China[137]. - The group has ongoing projects that are progressing according to schedule, with no anticipated liabilities to third parties[152]. - The group plans to utilize net proceeds from fundraising for various purposes, including operational funding and the acquisition of new machinery[157]. - The group aims to enrich its business portfolio and create a sustainable business development model to deliver satisfactory returns to shareholders[148]. - The company remains confident in its sustainable development trajectory despite the challenging operating environment anticipated in the coming year[147]. Environmental, Social, and Governance (ESG) - The board of directors plays a key role in overseeing environmental, social, and governance (ESG) issues, dedicating significant time to assess related risks and develop corresponding policies[113]. - The company conducts at least one corporate risk assessment annually, covering current and potential risks, including those related to ESG[116]. - Stakeholders, including shareholders and management, have been invited to assess the relevance and importance of 19 ESG issues to the company's sustainability performance[117]. - The company has established a governance framework to ensure that management has the necessary tools and resources to monitor ESG issues effectively[114]. - Regular meetings are held to review the progress and risk management related to ESG governance matters[114]. - The company emphasizes communication and feedback mechanisms with stakeholders, including annual general meetings and performance evaluations[115]. - The board evaluates identified risks and reviews the company's existing strategies and internal controls to implement necessary improvements[116]. - The company is committed to enhancing stakeholder resilience against potential risks inherent in its business operations[116]. - The company maintains transparency and reputation through various communication channels, including annual reports and corporate announcements[115]. Employee and Compensation Policies - As of March 31, 2024, the group employed a total of 481 employees, an increase from 476 employees as of March 31, 2023[200]. - The company's compensation policy is aligned with current market practices and is based on individual employee performance, qualifications, and experience[200]. - The board believes that the number of foreign workers employed may fluctuate or decrease, making current expansion plans not cost-effective[196]. - The company may incur additional costs related to maintaining dormitories and complying with potential new regulations from the Singapore government[196]. - The management regularly reviews the capital structure, considering capital costs and associated risks[199]. - The company plans to balance its overall capital structure through dividend payments, issuing new shares, share buybacks, and issuing new debt or redeeming existing debt[199].

Financial Performance - The company's revenue from continuing operations for the fiscal year 2024 was 11,869 thousand SGD, a decrease from 15,024 thousand SGD in 2023, representing a decline of approximately 21.4%[2] - The company recorded a loss attributable to owners of the company from continuing operations of (10,437) thousand SGD in 2024, compared to a loss of (1,957) thousand SGD in 2023, indicating a substantial increase in losses[6] - The group recorded total revenue of approximately SGD 59.1 million for the fiscal year 2024, a slight decrease of about SGD 0.7 million compared to SGD 59.8 million in fiscal year 2023[42] - The loss before tax from continuing operations was SGD 10,481,000, significantly higher than the loss of SGD 1,105,000 reported in the previous fiscal year, indicating a deterioration in financial performance[109] - The total comprehensive loss attributable to owners of the company for the fiscal year was SGD 13,352,000, compared to a loss of SGD 2,777,000 in the previous year, reflecting increased financial challenges[111] - The basic and diluted loss per share from continuing operations was SGD 0.78, compared to SGD 0.18 in the previous fiscal year, indicating a worsening loss per share[111] Revenue and Income Sources - Other income decreased to approximately 2.6 million SGD in 2024 from 6.2 million SGD in 2023, a decline of approximately 58.1% primarily due to a reduction in agency income[25] - The company reported other income of SGD 2,576,000, a decrease from SGD 6,163,000 in the previous year, indicating a decline in additional revenue sources[109] - Revenue from gas pipeline projects decreased by approximately SGD 21.4 million, while revenue from water pipeline projects increased by about SGD 20.0 million[46][60] - The company expects a significant increase in revenue from water pipeline projects, with an increase of approximately 20.0 million SGD in fiscal year 2024 due to new projects[197] Costs and Expenses - The cost of materials and subcontracting under construction business increased to 11,217 thousand SGD in 2024 from 7,413 thousand SGD in 2023, marking an increase of approximately 51.5%[2] - Employee benefits costs, including director remuneration, rose significantly to 21,265 thousand SGD in 2024 from 15,012 thousand SGD in 2023, an increase of approximately 41.6%[2] - Administrative expenses increased to approximately SGD 18.7 million in fiscal year 2024 from SGD 12.2 million in fiscal year 2023, primarily due to increased operational costs related to new acquisitions[62] - The company’s financial costs included interest on various borrowings, totaling 1,727 thousand SGD for the current year, compared to 1,613 thousand SGD in the previous year[155] Assets and Liabilities - The group maintained a healthy liquidity position with net current assets of approximately SGD 55.3 million as of March 31, 2024, compared to SGD 47.0 million as of March 31, 2023[67] - The debt-to-equity ratio decreased from approximately 58% to about 38% due to reduced borrowings and completed equity financing activities[67] - Non-current assets decreased to SGD 30,379,000 from SGD 28,583,000, while current assets decreased to SGD 81,752,000 from SGD 91,770,000[128] - The company’s total liabilities included bonds amounting to 859 thousand SGD, a decrease from 1,212 thousand SGD in the previous year[155] Investments and Acquisitions - The company has conditionally agreed to acquire 100% of the issued share capital of Zhongshan Jiantaiying Electric Manufacturing Co., Ltd. for a maximum consideration of RMB 8 million, payable in cash installments[72] - The company has conditionally agreed to sell 22% of the shares in Integral Virtue Limited for a consideration of SGD 6.25 million, with the transaction expected to complete in February 2024[75] - The company has agreed to sell all issued shares of Jumbo Harvest Group Limited for a cash consideration of HKD 9.25 million, with the transaction expected to complete in May 2024[83] Market Position and Strategy - The company plans to enhance its core competitiveness and improve its operational resilience in response to the challenges posed by the ongoing economic changes[19] - The group is actively exploring investment opportunities to diversify its business portfolio and expand revenue sources, including establishing a lending business[52] - The company plans to focus on enhancing its market position in the construction industry and developing the "Dian Dian Science and Technology City" industrial park in China[194] - The company will continue to monitor global economic trends and market conditions to seize business opportunities and achieve better operational performance[194] Other Notable Points - The company did not recommend any final dividend for the fiscal year 2024, consistent with the previous fiscal year[99] - The company has noted that inflation rates have been high, impacting global supply chains and labor costs, but these rates have been steadily declining in 2023[193] - The company anticipates that all ongoing projects will proceed according to schedule without incurring any contingent liabilities[195]