ZO FUTURE GROUP 大 象 未 來 集 團 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號： 2309) NOTIFICATION LETTER 通知信函 Dear Non-registered Shareholder(s) (Note 1) , 28 October 2025 ZO Future Group (the "Company") – Notice of publication of Annual Report for the year ended 30 June 2025 (the "Current Corporate Communication") and 2024/2025 Environmental, Social and Governance Report ("ESG Report") The English and Chinese versions of the Company's Current Corporate Communicat ...

ZO FUTURE GROUP 大 象 未 來 集 團 (Incorporated in the Cayman Islands with limited liability) （於開曼群島註冊成立之有限公司） (Stock Code 股份代號： 2309) NOTIFICATION LETTER 通知信函 The English and Chinese versions of the Company's Current Corporate Communication are now available on the Company's website at www.zogroup.com.hk and the website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk (the "Website Version"). The Company strongly recommends you to access the Website Version of the Current Corp ...

ZO FUTURE GROUP 大象未來集團 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號 : 2309) ENVIRONMENTAL, SOICAL AND GOVERNANCE REPORT 2024/2025 環境、社會及管治報告 31/F., Vertical Sq, No. 28 Heung Yip Road, Wong Chuk Hang, Hong Kong 香港黃竹坑香葉道28號嘉尚匯31樓 Tel 電話: (852) 2548 2928 Fax 傳真: (852) 2548 2782 Website 網頁: www.zogroup.com.hk ZO FUTURE GROUP 大象未來集團 CONTENTS 目錄 | ABOUT THIS REPORT | 有關本報告 | 2 | | --- | --- | --- | | GOVERNANCE STRUCTURE | 管治架構 | 2 | | REPORTING PRINCIPLES | 報告原則 | ...

ZO FUTURE GROUP 大象未來集團 (Incorporated in the Cayman Islands with limited liability) (於開曼群島註冊成立之有限公司) (Stock Code 股份代號 : 2309) ANNUAL REPORT 年報 2024/2025 CONTENTS 目錄 | CORPORATE INFORMATION | 公司資料 | 2 | | --- | --- | --- | | ABBREVIATIONS | 簡稱 | 4 | | CHAIRMAN'S STATEMENT | 主席報告 | 6 | | MANAGEMENT DISCUSSION AND ANALYSIS | 管理層討論及分析 | 9 | | BIOGRAPHICAL DETAILS OF DIRECTORS | 董事履歷 | 22 | | REPORT OF THE DIRECTORS | 董事會報告 | 25 | | CORPORATE GOVERNANCE REPORT | 企業管治報告 | 47 | | INDEPENDENT AUDITOR'S REPORT | 獨立核數 ...

上月底結存 2,000,000,000 HKD 0.25 HKD 500,000,000 增加 / 減少 (-) 0 HKD 0 本月底結存 2,000,000,000 HKD 0.25 HKD 500,000,000 本月底法定/註冊股本總額： HKD 500,000,000 FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 | 截至月份: | 2025年9月30日 | | | | 狀態: 新提交 | | --- | --- | --- | --- | --- | --- | | 致：香港交易及結算所有限公司 | | | | | | | 公司名稱: | 大象未來集團 | | | | | | 呈交日期: | 2025年10月2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) | 02309 | 說明 | 不適用 | | | 第 1 頁 共 10 頁 v 1.1.1 FF301 法定/註冊股份數目 面值 法定/註冊股 ...

Major Events - Lai Kai Pharmaceutical-B (02105) reported positive preliminary results from Phase I clinical MAD study, with LAE102 showing encouraging trends in muscle gain and fat loss [1] - Fuhong Hanlin (02696) received FDA approval for the Phase I clinical trial application of HLX13 for first-line treatment of unresectable hepatocellular carcinoma (HCC) patients [1] - Ningmeng Media (09857) has commenced filming the urban medical emotional drama "Asking Heart 2" [1] - CRRC Corporation (01766) and its subsidiaries signed significant contracts totaling approximately 54.34 billion [1] - Heng Rui Pharmaceutical (01276) received approval to conduct clinical trials for SHR-7787 injection, SHR-4849 injection, Bevacizumab injection, and Atezolizumab injection [1] - Hema Medical (03309) entered into a tripartite global licensing and collaboration agreement with Gilead and Hanmi regarding enecuidar [1] - Jinfang Pharmaceutical-B (02595) completed the enrollment of the first patient in the Phase I/II clinical trial of the molecular glue Pan RAS(ON) inhibitor GFH276 for RAS mutant cancer patients [1] - Gao Shi Medical (02407) obtained international certification for its medical device quality management system [1] Operating Performance - Shenzhen Expressway Company (00548) reported toll revenue of 114 million for the Outer Ring project in August [1] - China National Automobile (00026) announced an annual performance with a post-tax loss attributable to shareholders of 185 million HKD, a year-on-year reduction of 29.64% [1] - OKURA HOLDINGS (01655) reported an annual profit attributable to shareholders of 1.342 billion JPY, a year-on-year decrease of 34.34% [1] - Elephant Future Group (02309) disclosed an annual performance with a loss attributable to owners of approximately 314 million HKD, a year-on-year increase of 71.77% [1] - Henghe Group (00513) reported an annual performance with a loss attributable to owners of approximately 259 million HKD, a year-on-year increase of 0.7% [1]

Core Viewpoint - Elephant Future Group (02309) reported a significant increase in revenue but also a substantial increase in losses for the fiscal year ending June 30, 2025, indicating challenges in operational performance and financial management [1] Financial Performance - Revenue for the year was approximately HKD 451 million, representing a year-on-year increase of about 63.9% [1] - The loss attributable to shareholders was approximately HKD 314 million, a year-on-year increase of 71.77%, with a loss per share of 38.04 HKD cents [1] Key Factors Contributing to Losses - The decline in broadcasting revenue due to Birmingham City Football Club's relegation to the English Football League One for the 2024/25 season [1] - Increased financing costs primarily due to higher loan amounts [1] - Rising operational expenses for the football club, driven by increased match day and commercial expenses, as well as higher depreciation from completed upgrades to property, plant, and equipment [1] - Increased amortization of intangible assets due to the acquisition of new players [1] - Higher losses from joint ventures due to increased operational expenses [1] - Increased sales and marketing expenses, R&D costs, and administrative expenses in the new energy vehicle business, partially offset by increased commercial revenue and match day income, as well as gains from changes in the fair value of financial assets [1]

Core Viewpoint - The company reported a significant increase in revenue but also a substantial increase in losses for the fiscal year ending June 30, 2025, indicating financial challenges despite revenue growth [1] Financial Performance - Revenue for the year was approximately HKD 451 million, representing a year-on-year increase of about 63.9% [1] - The loss attributable to shareholders was approximately HKD 314 million, an increase of 71.77% year-on-year [1] - Loss per share was reported at HKD 0.3804 [1] Factors Contributing to Losses - The downgrade of Birmingham City Football Club to the English Football League Championship for the 2024/25 season led to a decrease in broadcasting revenue [1] - Increased financing costs primarily due to higher loan amounts [1] - Operating expenses for the club rose due to increased match day and commercial expenses, as well as higher depreciation from completed upgrades to property, plant, and equipment [1] - Amortization of intangible assets increased due to the acquisition of new players [1] - Losses from joint ventures increased due to higher operating expenses [1] - Sales and marketing expenses, R&D costs, and administrative expenses for the new energy vehicle business also increased, although partially offset by increased commercial revenue and match day income, as well as gains from changes in the fair value of financial assets [1]

Group 1 - The core viewpoint of the announcement is that Elephant Future Group (02309.HK) reported a revenue of approximately HKD 450 million for the fiscal year ending June 30, 2025, representing a year-on-year increase of about 63.9% [1] - The company recorded a loss attributable to shareholders of approximately HKD 314 million, which is an increase of about 71.8% compared to the previous year [1] - The basic loss per share was approximately HKD 0.3804, compared to approximately HKD 0.2337 in 2024 [1] Group 2 - The significant increase in losses is primarily attributed to several factors, including the relegation of Birmingham City Football Club to the English Football League One for the 2024/25 season, leading to a decrease in broadcasting revenue [1] - Rising financing costs, mainly due to increased loans, contributed to the losses [1] - Increased operational expenses for the football club, driven by higher match day and commercial expenses, as well as increased depreciation following infrastructure upgrades, also played a role [1] - The amortization of intangible assets increased due to the acquisition of new players [1] - The share of losses from joint ventures rose due to increased operational expenses [1] - The sales and marketing expenses, R&D costs, and administrative expenses for the new energy vehicle business increased, although this was partially offset by increased commercial revenue and match day income, as well as gains from changes in the fair value of financial assets [1]

[Consolidated Financial Statements](index=1&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) This section presents the Group's consolidated financial performance and position, including the income statement and balance sheet [Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E5%8F%8A%E5%85%B6%E4%BB%96%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The Group's revenue for FY2025 increased by 63.9% to 451,190 thousand HKD, but the loss expanded to 511,980 thousand HKD, with loss attributable to owners of the company at 313,961 thousand HKD and basic loss per share at 38.04 HK cents Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 451,190 | 275,244 | +63.9% | | Operating Expenses | (825,234) | (570,558) | +44.6% | | Operating Loss | (374,044) | (295,314) | +26.7% | | Loss Before Tax | (510,800) | (319,857) | +59.7% | | Loss for the Year | (511,980) | (319,187) | +60.4% | | Loss Attributable to Owners of the Company | (313,961) | (182,779) | +71.8% | | Loss Attributable to Non-controlling Interests | (198,019) | (136,408) | +45.2% | | Basic and Diluted Loss Per Share (HK cents) | (38.04) | (23.37) | +62.7% | [Consolidated Statement of Financial Position](index=3&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E7%8B%80%E6%B3%81%E8%A1%A8) As of June 30, 2025, the Group's total assets increased to 1,986,202 thousand HKD, but net current liabilities and net liabilities were negative, indicating significant going concern uncertainty Summary of Consolidated Statement of Financial Position | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 1,392,603 | 907,286 | +53.5% | | Total Current Assets | 593,599 | 351,513 | +68.9% | | Total Current Liabilities | 782,286 | 271,407 | +188.2% | | Net Current (Liabilities) / Assets | (188,687) | 80,106 | -335.6% | | Total Non-current Liabilities | 1,293,482 | 781,493 | +65.5% | | Net (Liabilities) / Assets | (89,566) | 205,899 | -143.5% | | Equity Attributable to Owners of the Company | 363,256 | 458,270 | -20.8% | | Non-controlling Interests | (452,822) | (252,371) | +79.4% | | Total (Capital Deficit) / Equity | (89,566) | 205,899 | -143.5% | [Notes to the Consolidated Financial Statements](index=5&type=section&id=%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E8%A8%BB) This section provides detailed explanations and disclosures supporting the consolidated financial statements [1. Basis of Preparation](index=5&type=section&id=%E9%99%84%E8%A8%BB1.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96) The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, on a historical cost basis, modified by the revaluation of investment properties and certain financial instruments measured at fair value, with the Group's functional currency being HKD - Prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, on a historical cost basis, and modified by fair value adjustments[7](index=7&type=chunk) [2. Significant Accounting Policies - Going Concern Basis](index=5&type=section&id=%E9%99%84%E8%A8%BB2.%20%E9%87%8D%E5%A4%A7%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%20-%20%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E5%9F%BA%E6%BA%96) The Group reported a loss of 313,961 thousand HKD, net current liabilities of 188,687 thousand HKD, net liabilities of 89,566 thousand HKD, total borrowings of 1,072,008 thousand HKD, and cash of 242,350 thousand HKD for FY2025, indicating significant going concern uncertainty, though the Board believes sufficient working capital is available through shareholder and secured term loans - The Group faces significant going concern uncertainty due to expanded losses, net current liabilities, and net liabilities[8](index=8&type=chunk) - The Board believes the Group has sufficient working capital through unsecured revolving loans from major shareholders and secured term loan facilities[9](index=9&type=chunk)[10](index=10&type=chunk) [3. Adoption of New and Revised Hong Kong Financial Reporting Standards](index=6&type=section&id=%E9%99%84%E8%A8%BB3.%20%E6%8E%A1%E7%B4%8D%E6%96%B0%E8%A8%82%E5%8F%8A%E7%B6%93%E4%BF%AE%E8%A8%82%E9%A6%99%E6%B8%AF%E8%B2%A1%E5%8B%99%E5%A0%B1%E5%91%8A%E6%BA%96%E5%89%87%E6%9C%83%E8%A8%88%E6%BA%96%E5%89%87) The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective July 1, 2024, without significant changes to accounting policies, financial statement presentation, or reported amounts, with unadopted standards currently under assessment - New and revised Hong Kong Financial Reporting Standards have been adopted, but without significant changes to accounting policies or financial statement presentation[11](index=11&type=chunk) [4. Revenue](index=7&type=section&id=%E9%99%84%E8%A8%BB4.%20%E6%94%B6%E7%9B%8A) The Group's total revenue for FY2025 was 451,190 thousand HKD, primarily from football club, new energy vehicles and related businesses, commercial income, and rental income, with significant growth in new energy vehicles and the termination of healthcare business Revenue by Category | Revenue Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | **Revenue from Contracts with Customers** | | | | Commercial Income (at a point in time) | 73,939 | 11,432 | | Matchday Income (at a point in time) | 60,080 | 30,499 | | New Energy Vehicles and Related Businesses (at a point in time) | 123,724 | 5,590 | | Healthcare and Medical Related Businesses (at a point in time) | – | 1,634 | | Subtotal (at a point in time) | 257,743 | 49,155 | | Commercial Income (over time) | 47,014 | 47,708 | | Broadcasting (over time) | 40,896 | 97,359 | | Matchday Income (over time) | 45,578 | 30,588 | | Healthcare Business (over time) | – | 78 | | Subtotal (over time) | 133,488 | 175,733 | | **Revenue from Other Sources** | | | | Commercial Income | 31,780 | 22,177 | | Rental Income | 28,179 | 28,179 | | Subtotal (Other Sources) | 59,959 | 50,356 | | **Total Revenue** | 451,190 | 275,244 | - Healthcare business was terminated after the disposal of Medi Hub in March 2024[13](index=13&type=chunk) [5. Segment Information](index=9&type=section&id=%E9%99%84%E8%A8%BB5.%20%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group currently operates three reportable segments: football club, new energy vehicles and related businesses, and property investment, with the healthcare business terminated in March 2024, and the UK being a primary source of revenue and non-current assets - The Group's operating segments decreased from four to three, with the healthcare business terminated in March 2024[16](index=16&type=chunk) Segment Revenue and Results (2025) | Segment | External Sales (thousand HKD) | Segment Results (thousand HKD) | | :--- | :--- | :--- | | Football Club | 299,287 | (408,961) | | New Energy Vehicles and Related Businesses | 123,724 | (109,737) | | Property Investment | 28,179 | 24,295 | | **Total** | 451,190 | (494,403) | Segment Revenue and Results (2024) | Segment | External Sales (thousand HKD) | Segment Results (thousand HKD) | | :--- | :--- | :--- | | Football Club | 239,763 | (283,287) | | New Energy Vehicles and Related Businesses | 5,590 | (19,195) | | Property Investment | 28,179 | 24,807 | | Healthcare Business | 1,712 | (2,665) | | **Total** | 275,244 | (280,340) | Revenue from External Customers (by Geographical Location) | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | United Kingdom | 299,287 | 239,633 | | Asia | 44,670 | 35,611 | | North America | 107,233 | – | | **Total** | 451,190 | 275,244 | Non-current Assets (by Geographical Location) | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 87,682 | 64,895 | | China | 215 | 89 | | Cambodia | 475,309 | 470,652 | | United Kingdom | 817,067 | 362,003 | | Japan | 12,330 | 9,647 | | **Total** | 1,392,603 | 907,286 | [6. Other Income](index=12&type=section&id=%E9%99%84%E8%A8%BB6.%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) The Group's other income for FY2025 was 8,420 thousand HKD, primarily from grants received from the English Premier League Other Income | Source | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Grants from English Premier League | 8,071 | 7,919 | | Miscellaneous Income | 349 | 137 | | **Total** | 8,420 | 8,056 | - Professional football operations received **8,071 thousand HKD** in grants from the English Premier League[24](index=24&type=chunk) [7. Other Gains / (Losses), Net](index=13&type=section&id=%E9%99%84%E8%A8%BB7.%20%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89%EF%BC%8C%E6%B7%A8%E9%A1%8D) The Group recorded net other gains of 33,663 thousand HKD for FY2025, reversing the FY2024 loss, primarily due to reversals of asset impairment losses and fair value gains on financial assets Other Gains / (Losses), Net | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Reversal of Impairment Loss / (Impairment Loss) on Right-of-use Assets | 338 | (2,473) | | Reversal of Impairment Loss / (Impairment Loss) on Property, Plant and Equipment | 6,931 | (60,124) | | Reversal of Impairment Loss / (Impairment Loss) on Intangible Assets | 4,719 | (2,679) | | Gain from Fair Value Change of Financial Assets at FVTPL | 18,895 | 7,820 | | Net Exchange Loss | (379) | (7,060) | | Insurance Compensation | 2,722 | 5,909 | | Gain on Early Termination of Lease Agreements | 437 | – | | R&D Tax Credit | – | 3,659 | | Gain on Disposal of Subsidiaries | – | 883 | | **Total** | 33,663 | (54,065) | - Net exchange loss primarily resulted from the depreciation of certain foreign currencies against HKD during the reporting period[25](index=25&type=chunk) [8. Finance Costs](index=13&type=section&id=%E9%99%84%E8%A8%BB8.%20%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) The Group's finance costs for FY2025 significantly increased to 116,057 thousand HKD, mainly due to higher interest expense on other loans and notional interest on transfer fees payable Finance Costs | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest Expense on Other Loans | 98,578 | 31,908 | | Imputed Interest on Interest-free Loan from Football League Limited | – | 406 | | Notional Interest on Transfer Fees Payable | 14,804 | 4,303 | | Interest on Lease Liabilities | 13,187 | 10,904 | | **Total Interest** | 126,569 | 47,521 | | Less: Interest Capitalized in Property, Plant and Equipment | (10,512) | (10,713) | | **Total Finance Costs** | 116,057 | 36,808 | - Capitalized borrowing costs were calculated at an annual interest rate of **11.9%**[26](index=26&type=chunk) [9. Income Tax (Expense) / Credit](index=14&type=section&id=%E9%99%84%E8%A8%BB9.%20%E6%89%80%E5%BE%97%E7%A8%85%EF%BC%88%E9%96%8B%E6%94%AF%EF%BC%89%E2%88%95%E6%8A%B5%E5%85%8D) The Group's income tax expense for FY2025 was 1,180 thousand HKD, primarily deferred tax, with no provision for profits tax due to the absence of assessable profits in Hong Kong, the UK, and other jurisdictions Income Tax (Expense) / Credit | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Deferred Tax | (1,180) | 670 | - No assessable profits were recorded in Hong Kong, the UK, or other jurisdictions, thus no provision for profits tax was made[28](index=28&type=chunk) [10. Loss for the Year](index=15&type=section&id=%E9%99%84%E8%A8%BB10.%20%E6%9C%AC%E5%B9%B4%E5%BA%A6%E虧%E6%90%8D) The loss for the year is derived after deducting / (including) factors such as staff costs, amortization of intangible assets, depreciation, cost of inventories, fair value gains on financial assets, and various impairment losses Key Components of Loss for the Year | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Staff Costs | 444,721 | 381,831 | | Auditor's Remuneration | 1,589 | 1,384 | | Amortization of Intangible Assets | 69,314 | 43,320 | | Depreciation of Property, Plant and Equipment | 34,911 | 30,558 | | Depreciation of Right-of-use Assets | 19,241 | 12,075 | | Short-term Lease Related Expenses | 16,480 | 6,788 | | Cost of Inventories Recognized as Expense | 163,697 | 22,204 | | Gain from Fair Value Change of Financial Assets at FVTPL | (18,895) | (7,820) | | Reversal of Impairment Loss / Impairment Loss on Right-of-use Assets | (338) | 2,473 | | Reversal of Impairment Loss / Impairment Loss on Property, Plant and Equipment | (6,931) | 60,124 | | Reversal of Impairment Loss / Impairment Loss on Intangible Assets | (4,719) | 2,679 | | Reversal of Impairment Loss on Trade Receivables | – | (932) | | Impairment Loss on Trade Receivables | 3,496 | 2,743 | | Net Exchange Loss | 379 | 7,060 | [11. Dividends](index=15&type=section&id=%E9%99%84%E8%A8%BB11.%20%E8%82%A1%E6%81%AF) The Group neither paid nor proposed any dividends for the years ended June 30, 2025, and 2024 - No dividends were paid or proposed during or after the reporting period[30](index=30&type=chunk) [12. Loss Per Share Attributable to Owners of the Company](index=16&type=section&id=%E9%99%84%E8%A8%BB12.%20%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%93%81%E6%9C%89%E4%BA%BA%E6%87%89%E4%BD%B5%E6%AF%8F%E8%82%A1%E虧%E6%90%8D) Basic and diluted loss per share for FY2025 was 38.04 HK cents, an increase from 23.37 HK cents in FY2024 Loss Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company for Basic Loss Per Share Calculation (thousand HKD) | (313,961) | (182,779) | | Weighted Average Number of Ordinary Shares for Basic Loss Per Share Calculation | 825,391,398 | 782,006,742 | | Basic and Diluted Loss Per Share (HK cents) | (38.04) | (23.37) | - There were no outstanding potentially dilutive ordinary shares in FY2025, so diluted loss per share was the same as basic loss per share[33](index=33&type=chunk) [13. Investment Properties](index=16&type=section&id=%E9%99%84%E8%A8%BB13.%20%E6%8A%95%E8%B3%87%E7%89%A9%E6%A5%AD) The Group's investment properties were carried at fair value of 470,652 thousand HKD as of June 30, 2025, consistent with 2024, with no significant fair value adjustments, and all properties are leased out, providing stable income - Investment properties fair value was **470,652 thousand HKD**, with no significant fair value adjustments[34](index=34&type=chunk) - All investment properties are leased out, providing stable rental income[34](index=34&type=chunk) [14. Financial Assets at Fair Value Through Profit or Loss](index=17&type=section&id=%E9%99%84%E8%A8%BB14.%20%E6%8C%89%E5%85%AC%E5%B9%B3%E5%80%BC%E8%A8%88%E5%85%A5%E6%90%8D%E7%9B%8A%E4%B9%8B%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2) The fair value of the Group's unlisted equity investments increased to 62,595 thousand HKD, generating a fair value gain of 18,895 thousand HKD Financial Assets at Fair Value Through Profit or Loss | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Fair Value of Unlisted Equity Investments | 62,595 | 43,700 | | Analyzed as follows: | | | | Current Assets | – | – | | Non-current Assets | 62,595 | 43,700 | | **Total** | 62,595 | 43,700 | - Fair value change gain of **18,895 thousand HKD** from unlisted equity investments was recognized in profit or loss[35](index=35&type=chunk) [15. Trade Receivables](index=17&type=section&id=%E9%99%84%E8%A8%BB15.%20%E6%87%89%E6%94%B6%E8%B2%BF%E6%98%93%E8%B3%AC%E6%AC%BE) The Group's net trade receivables increased to 88,242 thousand HKD, with the highest proportion aged within 30 days, and recognized impairment losses increased to 10,438 thousand HKD Trade Receivables | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade Receivables | 98,680 | 20,194 | | Less: Impairment Loss Recognized | (10,438) | (6,148) | | **Net Amount** | 88,242 | 14,046 | Ageing Analysis of Trade Receivables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 68,674 | 1,221 | | 31 to 90 days | 913 | 963 | | 91 to 180 days | 10,041 | 4,017 | | 181 to 365 days | 8,614 | 7,845 | | **Total** | 88,242 | 14,046 | Expected Loss Rate and Loss Provision for Trade Receivables | Ageing | Current (thousand HKD) | Overdue less than 90 days (thousand HKD) | Overdue more than 90 days (thousand HKD) | Total (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | **June 30, 2025** | | | | | | Weighted Average Expected Loss Rate | 0.0% | 0.0% | 54.8% | | | Amount Receivable | 69,587 | 10,041 | 19,052 | 98,680 | | Loss Provision | – | – | 10,438 | 10,438 | | **June 30, 2024** | | | | | | Weighted Average Expected Loss Rate | 0.0% | 0.0% | 43.9% | | | Amount Receivable | 2,184 | 4,017 | 13,993 | 20,194 | | Loss Provision | – | – | 6,148 | 6,148 | [16. Trade Payables](index=18&type=section&id=%E9%99%84%E8%A8%BB16.%20%E6%87%89%E4%BB%98%E8%B2%BF%E6%98%93%E8%B3%AC%E6%AC%BE) The Group's trade payables increased to 56,608 thousand HKD, primarily concentrated within 30 days and 31-90 days ageing Ageing Analysis of Trade Payables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 18,238 | 20,632 | | 31 to 90 days | 28,829 | 8,971 | | 91 to 180 days | 2,803 | 1,799 | | 181 to 365 days | 4,643 | 2,931 | | Over 365 days | 2,095 | 1,208 | | **Total** | 56,608 | 35,541 | - The Group's average credit period for trade payables is **90 days**[40](index=40&type=chunk) [17. Related Party Transactions](index=19&type=section&id=%E9%99%84%E8%A8%BB17.%20%E9%97%9C%E9%80%A3%E6%96%B9%E4%BA%A4%E6%98%93) The Group's amounts due from related parties were 41,126 thousand HKD, and amounts due to related parties were 269,795 thousand HKD, primarily involving Shelby Amounts Due from/to Related Parties | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Amounts Due from Related Parties - Birmingham City Stadium Ltd | 41,126 | 46,410 | | Amounts Due to Related Parties - Shelby | 269,795 | 210,832 | | Less: Amounts Classified as Non-current Liabilities Repayable on Demand | – | (171,871) | | Amounts Classified as Current Liabilities | 269,795 | 38,961 | - Amounts due from Shelby are unsecured, interest-bearing, and repayable on demand[42](index=42&type=chunk) - Amounts due to Shelby are unsecured, interest-free, with a portion classified as non-current liabilities[42](index=42&type=chunk) [18. Borrowings](index=19&type=section&id=%E9%99%84%E8%A8%BB18.%20%E8%B2%B8%E6%AC%BE) The Group's total borrowings increased to 1,072,008 thousand HKD, primarily from related party loans and major shareholder loans, mostly denominated in GBP and secured Total Borrowings | Loan Type | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Other Loans, Secured: Loans from Related Parties | 971,460 | 475,185 | | Other Loans, Unsecured: Loans from Major Shareholders | 100,349 | 56,930 | | Other Loans, Unsecured: Loans from Third Parties | – | 471 | | Other Loans, Unsecured: Other Loans | 199 | 183 | | **Total** | 1,072,008 | 532,769 | - The Group has pledged its entire interest in BCL as collateral for operating loans provided by Shelby and its group companies[41](index=41&type=chunk) Repayment Period of Borrowings | Repayment Period | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | On demand or within one year | 20,360 | 20,831 | | One to two years | 79,989 | – | | Two to five years | 971,460 | 511,755 | | Over five years | 199 | 183 | | **Total** | 1,072,008 | 532,769 | Borrowing Currency and Effective Annual Interest Rate | Currency | 2025 (thousand HKD) | 2024 (thousand HKD) | 2025 Effective Annual Interest Rate | 2024 Effective Annual Interest Rate | | :--- | :--- | :--- | :--- | :--- | | HKD | 100,349 | 56,930 | 7.00% | 4.50% – 10.50% | | GBP | 971,659 | 475,368 | 11.90% | 0.00% – 11.90% | | RMB | – | 471 | Not Applicable | 5.00% | | **Total** | 1,072,008 | 532,769 | | | [19. Share Capital](index=21&type=section&id=%E9%99%84%E8%A8%BB19.%20%E8%82%A1%E6%9C%AC) The Group's issued share capital increased to 922,783,892 shares, primarily through share subscriptions and placements to raise capital Changes in Share Capital | Item | Number of Shares | Amount (thousand HKD) | | :--- | :--- | :--- | | July 1, 2023 | 771,559,941 | 192,890 | | Shares Issued upon Share Subscription | 43,697,478 | 10,924 | | June 30, 2024 and July 1, 2024 | 815,257,419 | 203,814 | | Shares Issued upon Share Placement | 37,634,000 | 9,409 | | Shares Issued upon Share Subscription | 69,892,473 | 17,473 | | **June 30, 2025** | 922,783,892 | 230,696 | - **43,697,478 new shares** were issued in January 2024 through a subscription, raising **93,600 thousand HKD**[44](index=44&type=chunk) - **37,634,000 shares** were issued in May 2025 through a placement, raising **70,000 thousand HKD**[44](index=44&type=chunk) - **69,892,473 new shares** were issued in April 2025 through a subscription agreement, raising **130,000 thousand HKD**[47](index=47&type=chunk) [20. Contingent Liabilities](index=22&type=section&id=%E9%99%84%E8%A8%BB20.%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) As of June 30, 2025, the Group may be required to pay up to 159,311 thousand HKD in additional transfer fees due to player transfer contracts - Maximum contingent liability for player transfer fees is approximately **159,311 thousand HKD**[45](index=45&type=chunk) [21. Events After Reporting Period](index=22&type=section&id=%E9%99%84%E8%A8%BB21.%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Subsequent to the reporting period, on July 23, 2025, the Group increased its loan facility under the operating loan agreement from GBP 100,000,000 to GBP 150,000,000 - Operating loan facility increased from **GBP 100,000,000** to **GBP 150,000,000** on July 23, 2025[46](index=46&type=chunk) [Extracts from Independent Auditor's Report](index=23&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84) This section presents key excerpts from the independent auditor's report, including their opinion and material uncertainties [Opinion](index=23&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84%20-%20%E6%84%8F%E8%A6%8B) The auditor believes the consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows, complying with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor considers the consolidated financial statements to be true and fair, complying with Hong Kong Financial Reporting Standards and the Companies Ordinance[48](index=48&type=chunk) [Material Uncertainty Related to Going Concern](index=23&type=section&id=%E7%8D%A8%E7%AB%8B%E6%A0%B8%E6%95%B8%E5%B8%AB%E5%A0%B1%E5%91%8A%E6%91%98%E9%8C%84%20-%20%E6%9C%89%E9%97%9C%E6%8C%81%E7%BA%8C%E7%B6%93%E7%87%9F%E7%9A%84%E9%87%8D%E5%A4%A7%E4%B8%8D%E6%98%8E%E6%9C%97%E5%9B%A0%E7%B4%A0) The auditor draws attention to a material uncertainty regarding the Group's ability to continue as a going concern, without modifying their opinion - The auditor draws attention to a material uncertainty regarding the Group's going concern, but has not modified the audit opinion[49](index=49&type=chunk) [Final Dividends](index=24&type=section&id=%E6%9C%AB%E6%9C%9F%E8%82%A1%E6%81%AF) The Board does not recommend the payment of a final dividend for FY2025 - The Board does not recommend the payment of a final dividend for FY2025[50](index=50&type=chunk) [Management Discussion and Analysis](index=24&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90) This section provides an overview of the Group's financial performance, business operations, and future outlook [Performance and Results](index=24&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%A1%A8%E7%8F%BE%E5%8F%8A%E6%A5%AD%E7%B8%BE) The Group's FY2025 revenue grew by 63.9% to 451.2 million HKD, but loss attributable to owners of the company expanded by 71.8% to 314.0 million HKD, primarily due to football club relegation, increased finance costs, operating expenses, and intangible asset amortization Key Financial Performance | Metric | 2025 (million HKD) | 2024 (million HKD) | Year-on-year Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 451.2 | 275.2 | 63.9% | | Loss Attributable to Owners of the Company | (314.0) | (182.8) | 71.8% | | Basic Loss Per Share (HK cents) | (38.04) | (23.37) | 62.7% | - Increased loss was primarily due to football club relegation, higher finance costs, increased operating expenses, increased amortization of intangible assets, and higher share of loss from an associate[51](index=51&type=chunk) [Business Review and Outlook](index=25&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E5%89%8D%E6%99%AF) The Group primarily operates in three segments: football club, new energy vehicles and related businesses, and property investment, with significant performance in new energy vehicles, focusing on product innovation, market expansion, and building a green energy ecosystem - The Group primarily operates three segments: football club, new energy vehicles and related businesses, and property investment[53](index=53&type=chunk) [Football Club](index=25&type=section&id=%E8%B6%B3%E7%90%83%E7%90%83%E6%9C%83) This section reviews the performance and key developments of the Group's football club segment - The club successfully advanced to the English Football League Championship for the **2024/25 season**[53](index=53&type=chunk) - Football segment revenue was **299.3 million HKD**, a **24.9% year-on-year increase**; segment loss was **409.0 million HKD**, a **44.4% year-on-year increase**[53](index=53&type=chunk) [New Energy Vehicles and Related Businesses](index=25&type=section&id=%E6%96%B0%E8%83%BD%E6%BA%90%E6%B1%BD%E8%BB%8A%E5%8F%8A%E7%9B%B8%E9%97%9C%E6%A5%AD%E5%8B%99) This section details the performance, market presence, and future strategies for the Group's new energy vehicle business - New energy vehicle business has launched brands in markets including Japan, Cambodia, and North America[54](index=54&type=chunk) - Approximately **320 new energy vehicles** were delivered in FY2025, generating **123.7 million HKD** in revenue, with a segment loss of **109.7 million HKD**[54](index=54&type=chunk) - Future strategies include product innovation and diversification, market penetration and deepening, localized cooperation, digital marketing, and building a green energy ecosystem[55](index=55&type=chunk) [Property Investment](index=26&type=section&id=%E7%89%A9%E6%A5%AD%E6%8A%95%E8%B3%87) This section outlines the performance and asset value of the Group's property investment segment - Investment property rental income was **28.2 million HKD**, with all properties fully leased[55](index=55&type=chunk) - Investment properties fair value was **470.7 million HKD**, representing approximately **23.7%** of total assets[55](index=55&type=chunk) [Investment in Unlisted Equity Investments](index=26&type=section&id=%E6%96%BC%E6%9C%AA%E4%B8%8A%E5%B8%82%E8%82%A1%E6%AC%8A%E6%8A%95%E8%B3%87%E4%B9%8B%E6%8A%95%E8%B3%87) This section details the Group's investment in unlisted equity, focusing on its value and contribution to total assets - The Group invested in an independent third party engaged in R&D and sales of zero-emission smart heavy-duty trucks, with its fair value increasing to **62.6 million HKD** by FY2025 year-end, representing **3.2%** of total assets[56](index=56&type=chunk) [Outlook](index=27&type=section&id=%E5%B1%95%E6%9C%9B) This section discusses the Group's future strategies and market positioning amidst global economic challenges and green energy trends - The global macroeconomic environment is complex and challenging, but the trend towards green and low-carbon transition is irreversible[57](index=57&type=chunk) - The Group will actively expand its global electric vehicle sales business, focusing on innovative, reliable, and inclusive electric mobility solutions[57](index=57&type=chunk) [Financial Review](index=27&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7) This section provides a detailed review of the Group's FY2025 financial metrics, including revenue, operating expenses, other income, other gains/losses, gain on disposal of player registrations, amortization of intangible assets, selling and marketing expenses, administrative and other expenses, R&D costs, finance costs, and share of results of an associate [Revenue](index=27&type=section&id=%E6%94%B6%E7%9B%8A) This section provides a detailed breakdown of the Group's revenue by segment for the reporting period Revenue by Segment | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-year Growth (%) | | :--- | :--- | :--- | :--- | | Football Club | 299.3 | 239.8 | 24.8% | | New Energy Vehicles and Related Businesses | 123.7 | 5.6 | 2,113.3% | | Property Investment | 28.2 | 28.2 | 0.0% | | **Total Revenue** | 451.2 | 275.2 | 63.9% | [Operating Expenses](index=28&type=section&id=%E7%B6%93%E7%87%9F%E9%96%8B%E6%94%AF) This section analyzes the increase in operating expenses, primarily driven by the football club and new energy vehicle segments - Operating expenses increased by **44.6%** to **825.2 million HKD**, primarily due to increased expenses in the football club and new energy vehicle business segments[59](index=59&type=chunk) [Other Income](index=28&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5) This section details the Group's other income, predominantly from English Premier League grants - Other income was **8.4 million HKD**, primarily from English Premier League grants[60](index=60&type=chunk) [Other Gains / (Losses), Net](index=28&type=section&id=%E5%85%B6%E4%BB%96%E6%94%B6%E7%9B%8A%E2%88%95%EF%BC%88%E虧%E6%90%8D%EF%BC%89%EF%BC%8C%E6%B7%A8%E9%A1%8D) This section reviews the net other gains, driven by asset impairment reversals and fair value gains on financial assets - Net other gains were **33.7 million HKD**, primarily from asset impairment reversals, insurance compensation, and fair value gains on financial assets[61](index=61&type=chunk) [Gain on Disposal of Player Registrations](index=28&type=section&id=%E5%87%BA%E5%94%AE%E7%90%83%E5%93%A1%E8%A8%BB%E5%86%8A%E4%B9%8B%E6%BA%A2%E5%88%A9) This section reports the gain generated from the disposal of player registrations - Gain on disposal of player registrations was **143.7 million HKD**, a **5.3% year-on-year decrease**[62](index=62&type=chunk) [Amortization of Intangible Assets](index=28&type=section&id=%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2%E6%攤%E9%8A%B7) This section explains the increase in intangible asset amortization due to a higher number of signed players - Amortization of intangible assets was **69.3 million HKD**, a **60.0% year-on-year increase**, primarily due to an increased number of signed players[63](index=63&type=chunk) [Selling and Marketing Expenses](index=28&type=section&id=%E9%8A%B7%E5%94%AE%E5%8F%8A%E7%87%9F%E9%8A%B7%E9%96%8B%E6%94%AF) This section highlights the introduction of selling and marketing expenses in the current fiscal year - Selling and marketing expenses were **24.5 million HKD**, with no such expenses in 2024[64](index=64&type=chunk) [Administrative and Other Expenses](index=29&type=section&id=%E8%A1%8C%E6%94%BF%E5%8F%8A%E5%85%B6%E4%BB%96%E9%96%8B%E6%94%AF) This section details the increase in administrative and other expenses, mainly driven by the expansion of the new energy vehicle business - Administrative and other expenses were **67.6 million HKD**, a **27.6% year-on-year increase**, primarily due to increased development costs for the new energy vehicle business[65](index=65&type=chunk) [Research and Development Costs](index=29&type=section&id=%E7%A0%94%E7%99%BC%E6%88%90%E6%9C%AC) This section outlines the research and development costs incurred for new products and technology in the Asian market - Research and development costs were **27.1 million HKD**, primarily for new product and technology development in the Asian market[66](index=66&type=chunk) [Finance Costs](index=29&type=section&id=%E8%9E%8D%E8%B3%87%E6%88%90%E6%9C%AC) This section explains the significant increase in finance costs, attributed to higher loan interest and notional interest on transfer fees - Finance costs were **116.1 million HKD**, a **215.3% year-on-year increase**, primarily due to higher loan interest and notional interest on transfer fees[67](index=67&type=chunk) [Share of Results of an Associate](index=29&type=section&id=%E5%88%86%E4%BD%B5%E4%B8%80%E9%96%93%E8%81%AF%E7%87%9F%E5%85%AC%E5%8F%B8%E6%A5%AD%E7%B8%BE) This section reports the Group's share of loss from an associate, mainly due to increased operating expenses - Share of loss from an associate was **26.8 million HKD**, primarily due to increased operating expenses at the associate[68](index=68&type=chunk) [Intangible Assets](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E7%84%A1%E5%BD%A2%E8%B3%87%E7%94%A2) The Group's intangible assets increased to 288.7 million HKD, a 380.7% year-on-year increase, primarily due to increased player registrations from signing new players - Intangible assets were **288.7 million HKD**, a **380.7% year-on-year increase**, primarily from signing new players[69](index=69&type=chunk) [Contingent Liabilities](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) Aside from player transfer fees disclosed in Note 20, the Group has no other significant contingent liabilities - No other significant contingent liabilities exist apart from player transfer fees[70](index=70&type=chunk) [Capital Commitments](index=29&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B3%87%E6%9C%AC%E6%89%BF%E6%93%94) The Group has capital commitments of 13.4 million HKD for product development fees and pledged 62.4 million HKD to ZO Motors North America LLC, with 19.5 million HKD unfulfilled - Capital commitments for product development fees were **13.4 million HKD**[71](index=71&type=chunk) - Committed to inject **62.4 million HKD** into ZO Motors North America LLC, with **19.5 million HKD** unfulfilled[72](index=72&type=chunk) [Capital Expenditure](index=30&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B3%87%E6%9C%AC%E9%96%8B%E6%94%AF) The Group's capital expenditure for FY2025 was approximately 204.8 million HKD for property, plant, and equipment, primarily funded by non-controlling shareholders of its UK subsidiary - Capital expenditure was **204.8 million HKD**, primarily for property, plant, and equipment, funded by non-controlling shareholders of the UK subsidiary[74](index=74&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=30&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E3%80%81%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90%E5%8F%8A%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group's current ratio decreased to 75.9%, gearing ratio increased to 74.7%, and total liabilities to total assets ratio rose to 104.5%, with operations funded by internal cash flow, bank loans, shareholder and third-party loans, and capital markets - Current ratio decreased to **75.9%**, gearing ratio increased to **74.7%**, and total liabilities to total assets ratio rose to **104.5%**[75](index=75&type=chunk) - The Group funds operations through internal cash flow, bank loans, shareholder and third-party loans, and capital markets[76](index=76&type=chunk) [Financial Ratios](index=30&type=section&id=%E8%B2%A1%E5%8B%99%E6%AF%94%E7%8E%87) This section presents key financial ratios, including liquidity, gearing, and total liabilities to total assets ratios Key Financial Ratios | Ratio | 2025 | 2024 | | :--- | :--- | :--- | | Current Ratio | 75.9% | 129.5% | | Gearing Ratio | 74.7% | 53.8% | | Total Liabilities to Total Assets Ratio | 104.5% | 83.6% | [Financial Resources](index=30&type=section&id=%E8%B2%A1%E5%8B%99%E8%B3%87%E6%BA%90) This section details the Group's cash and borrowings, and management's efforts to enhance financial strength - Bank balances and cash were **242.4 million HKD**, with total borrowings of **1,072.0 million HKD**[76](index=76&type=chunk) - Management is committed to enhancing financial strength through cost control and exploring external debt and equity financing opportunities[77](index=77&type=chunk) [Directors' Opinion on Sufficiency of Working Capital](index=31&type=section&id=%E8%91%A3%E4%BA%8B%E5%B0%8D%E7%87%9F%E9%81%8B%E8%B3%87%E9%87%91%E8%B6%B3%E5%A4%A0%E6%80%A7%E4%B9%8B%E6%84%8F%E8%A6%8B) This section presents the Board's assessment of the Group's working capital sufficiency based on expected financial performance and available financing - The Board believes the Group has sufficient working capital, based on expected financial performance, net cash flows, and available loan facilities[78](index=78&type=chunk) [Foreign Exchange Risk](index=31&type=section&id=%E5%A4%96%E5%8C%AF%E9%A2%A8%E9%9A%AA) This section describes the Group's exposure to foreign exchange risk from multi-country operations and its hedging policy - Foreign exchange risk primarily arises from multi-country operations, with major transaction currencies including GBP, USD, HKD, RMB, and JPY[79](index=79&type=chunk) - The Group does not use derivative financial instruments to hedge foreign exchange risk[79](index=79&type=chunk) [Pledge of Assets](index=31&type=section&id=%E8%B3%87%E7%94%A2%E8%B3%AA%E6%8A%BC) This section details the Group's pledge of assets as collateral for operating loans - The Group has pledged its entire interest in BCL as collateral for operating loans provided by Shelby[80](index=80&type=chunk) [Capital Structure](index=32&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E8%B3%87%E6%9C%AC%E6%9E%B6%E6%A7%8B) The Group's issued share capital increased to 922,783,892 shares through share placements and subscriptions - The Group's issued share capital increased to **922,783,892 shares** through share placements and subscriptions[82](index=82&type=chunk) [Use of Proceeds](index=32&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E6%89%80%E5%BE%97%E6%AC%BE%E9%A0%85%E7%94%A8%E9%80%94) Net proceeds of 69.6 million HKD from the placement were fully used for debt repayment and general working capital; of 129.4 million HKD from the subscription, 69.3 million HKD was for debt repayment, 15.1 million HKD for working capital, and the remaining 45.0 million HKD will be used as planned - Net proceeds of **69.6 million HKD** from the placement were fully utilized for debt repayment and general working capital[83](index=83&type=chunk) Use of Net Proceeds from Subscription | Intended Use | Intended Use of Net Proceeds (million HKD) | Actual Utilisation (million HKD) | Unutilised (million HKD) | Expected Timeline for Intended Use | | :--- | :--- | :--- | :--- | :--- | | Repayment of the Group's Liabilities | 90.6 | 69.3 | 21.3 | Before August 31, 2025 | | General Working Capital | 38.8 | 15.1 | 23.7 | Before December 31, 2025 | | **Total** | 129.4 | 84.4 | 45.0 | | [Human Resources and Remuneration Policy](index=33&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E5%8F%8A%E5%88%86%E6%9E%90%20-%20%E4%BA%BA%E5%8A%9B%E8%B3%87%E6%BA%90%E5%8F%8A%E8%96%AA%E9%85%AC%E6%94%BF%E7%AD%96) The Group's average number of employees increased to approximately 580, with total staff costs rising to 444.7 million HKD, offering competitive remuneration, benefits, and emphasizing employee training - The Group's average number of employees was approximately **580**, with total staff costs of **444.7 million HKD**[85](index=85&type=chunk) - Competitive remuneration, benefits, and training allowances are provided[85](index=85&type=chunk) [Other Information](index=34&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) This section provides additional information on corporate governance, auditor review, and significant events after the reporting period [Review of Preliminary Announcement](index=34&type=section&id=%E5%AF%A9%E9%96%B1%E5%88%9D%E6%AD%A5%E5%85%AC%E5%91%8A) The auditor has confirmed that the financial figures in the preliminary results announcement align with the audited consolidated financial statements, but has not expressed any opinion or assurance conclusion on the preliminary announcement - The auditor has confirmed that the financial figures in the preliminary results announcement align with the audited statements, but has not expressed an opinion on the preliminary announcement[86](index=86&type=chunk) [Audit Committee](index=34&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Group has established an Audit Committee comprising three independent non-executive directors, responsible for reviewing and overseeing financial reporting processes, risk management, and internal control systems - The Audit Committee comprises three independent non-executive directors, responsible for reviewing financial reporting, risk management, and internal controls[87](index=87&type=chunk) [Corporate Governance](index=34&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB) The Group has consistently complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules throughout FY2025 - The Group complied with all applicable provisions of the Corporate Governance Code in FY2025[88](index=88&type=chunk) [Standard Code for Securities Transactions by Directors](index=34&type=section&id=%E8%91%A3%E4%BA%8B%E9%80%B2%E8%A1%8C%E8%AD%89%E5%88%B8%E4%BA%A4%E6%98%93%E7%9A%84%E6%A8%99%E6%BA%96%E5%AE%88%E5%89%87) The Group has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and directors have confirmed compliance with its requirements - The Group has adopted the Standard Code, and directors have confirmed compliance[89](index=89&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=34&type=section&id=%E8%B3%BC%E8%B2%B7%E3%80%81%E5%87%BA%E5%94%AE%E6%88%96%E8%B4%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B9%8B%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Group nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during FY2025 - Neither the Group nor its subsidiaries purchased, sold, or redeemed the Company's listed securities in FY2025[90](index=90&type=chunk) [Events After Reporting Period](index=35&type=section&id=%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99%20-%20%E5%A0%B1%E5%91%8A%E6%9C%9F%E5%BE%8C%E4%BA%8B%E9%A0%85) Subsequent to the reporting period, on July 23, 2025, the Group increased its loan facility under the operating loan agreement from GBP 100,000,000 to GBP 150,000,000 - Operating loan facility increased from **GBP 100,000,000** to **GBP 150,000,000** on July 23, 2025[91](index=91&type=chunk) [Publication of Annual Results Announcement and Annual Report](index=35&type=section&id=%E5%88%8A%E7%99%BC%E5%85%A8%E5%B9%B4%E6%A5%AD%E7%B8%BE%E5%85%AC%E5%91%8A%E5%8F%8A%E5%B9%B4%E5%A0%B1) This announcement has been published on the Company's and the Stock Exchange's websites, and the annual report will be dispatched to shareholders in due course - The annual results announcement has been published on the Company's and the Stock Exchange's websites, and the annual report will be dispatched to shareholders in due course[92](index=92&type=chunk)