[Financial Highlights](index=2&type=section&id=%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) [Interim Results and Five-Year Financial Summary](index=2&type=section&id=%E4%B8%AD%E6%9C%9F%E6%A5%AD%E7%B8%BE%E5%8F%8A%E4%BA%94%E5%B9%B4%E8%B2%A1%E5%8B%99%E6%91%98%E8%A6%81) The Group's net loss for the six months ended June 30, 2025, improved to **S$0.73 million** from **S$1.42 million** in the prior period, primarily due to fair value gains on financial derivatives and reduced expenses Key Financial Performance Summary (S$ thousand) | Metric | June 30, 2025 (Six Months) | June 30, 2024 (Six Months) | | :--- | :--- | :--- | | Revenue | 1,390 | 1,755 | | Loss Before Tax | (703) | (1,249) | | Loss for the Period | (726) | (1,419) | | Loss Per Share (Singapore cents) | (0.04) | (0.07) | Key Financial Position Summary (S$ thousand) | Metric | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 32,484 | 33,078 | | Total Liabilities | 12,968 | 12,651 | | Net Current Assets | 19,824 | 21,012 | | Net Assets | 19,516 | 20,427 | | Net Asset Value Per Share (Singapore cents) | 0.98 | 1.02 | - Net loss for the period was **S$0.73 million**, an improvement of **48.6%** from the prior period's **S$1.42 million** loss, primarily due to fair value gains on financial derivatives of approximately **S$0.67 million** (prior period: loss of S$0.29 million), and reduced staff costs of **S$0.23 million** and income tax expense of **S$0.15 million**[9](index=9&type=chunk) - Revenue decreased by **S$0.37 million** from **S$1.76 million** in the prior period to **S$1.39 million** in the current period, mainly due to lower dividend income, management fees, and performance fees, partially offset by a one-off project tender fee of **S$0.50 million**[9](index=9&type=chunk) - Total staff costs decreased by **S$0.23 million** (**11.6%**) to **S$1.75 million**, primarily due to lower discretionary bonuses and operational streamlining[9](index=9&type=chunk) - The Company neither paid nor proposed any dividends for the six months ended June 30, 2025, consistent with the prior period[9](index=9&type=chunk) [Review Report on Interim Condensed Consolidated Financial Statements](index=4&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E5%AF%A9%E9%96%B1%E5%A0%B1%E5%91%8A) [To the Members of ZACD Group Ltd.](index=4&type=section&id=%E8%87%B4%E5%82%91%E5%9C%B0%E9%9B%86%E5%9C%98%E6%9C%89%E9%99%90%E5%85%AC%E5%8F%B8%E6%88%90%E5%93%A1) Ernst & Young LLP reviewed ZACD Group Ltd.'s interim condensed consolidated financial statements for the six months ended June 30, 2025, concluding no material issues indicating non-compliance with IAS 34 - The review scope is narrower than an audit, thus no audit opinion is expressed, but no matters were identified indicating that the financial statements are not prepared in all material respects in accordance with IAS 34[11](index=11&type=chunk)[12](index=12&type=chunk) [Interim Condensed Consolidated Financial Statements](index=6&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) [Interim Condensed Consolidated Statement of Profit or Loss](index=6&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%90%8D%E7%9B%8A%E8%A1%A8) The Group's consolidated statement of profit or loss for the six months ended June 30, 2025, shows revenue of **S$1,390 thousand**, a loss before tax of **S$703 thousand**, a loss for the period of **S$726 thousand**, and basic and diluted loss per share of **0.04 Singapore cents** Interim Condensed Consolidated Statement of Profit or Loss (S$ thousand) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 1,390 | 1,755 | | Other Income and Gains | 202 | 472 | | Staff Costs | (1,754) | (1,984) | | Fair Value Gains/(Losses) on Financial Derivatives | 672 | (285) | | Loss Before Tax | (703) | (1,249) | | Income Tax Expense | (23) | (170) | | Loss for the Period Attributable to Owners of the Company | (726) | (1,419) | | Basic and Diluted Loss Per Share (Singapore cents) | (0.04) | (0.07) | [Interim Condensed Consolidated Statement of Comprehensive Income](index=7&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E5%85%A8%E9%9D%A2%E6%94%B6%E7%9B%8A%E8%A1%A8) The Group's consolidated statement of comprehensive income for the six months ended June 30, 2025, reports a loss for the period of **S$726 thousand** and other comprehensive loss of **S$185 thousand**, resulting in a total comprehensive loss of **S$911 thousand** Interim Condensed Consolidated Statement of Comprehensive Income (S$ thousand) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period | (726) | (1,419) | | Fair Value Changes of Equity Investments | (145) | (189) | | Fair Value Changes of Investments in Fund Entities | (67) | (159) | | Exchange Differences Arising from Translation of Foreign Operations | 27 | (13) | | Other Comprehensive Loss for the Period | (185) | (361) | | Total Comprehensive Loss for the Period Attributable to Owners of the Company | (911) | (1,780) | [Interim Condensed Consolidated Statement of Financial Position](index=8&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%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 consolidated statement of financial position shows total assets of **S$32,484 thousand**, total liabilities of **S$12,968 thousand**, and net assets of **S$19,516 thousand** Interim Condensed Consolidated Statement of Financial Position (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Total Non-Current Assets | 1,687 | 2,086 | | Total Current Assets | 30,797 | 30,992 | | Total Current Liabilities | 10,973 | 9,980 | | Net Current Assets | 19,824 | 21,012 | | Total Non-Current Liabilities | 1,995 | 2,671 | | Net Assets | 19,516 | 20,427 | | Total Equity | 19,516 | 20,427 | [Interim Condensed Consolidated Statement of Changes in Equity](index=10&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E6%AC%8A%E7%9B%8A%E8%AE%8A%E5%8B%95%E8%A1%A8) The Group's consolidated statement of changes in equity for the six months ended June 30, 2025, shows total equity at the beginning of the period of **S$20,427 thousand**, a loss for the period of **S$726 thousand**, and other comprehensive loss of **S$185 thousand**, resulting in total equity at the end of the period of **S$19,516 thousand** Interim Condensed Consolidated Statement of Changes in Equity (S$ thousand) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Total Equity at Beginning of Period | 20,427 | 22,487 | | Loss for the Period | (726) | (1,419) | | Total Other Comprehensive Loss/(Income) for the Period | (185) | (361) | | Total Equity at End of Period | 19,516 | 20,707 | [Interim Condensed Consolidated Statement of Cash Flows](index=12&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E7%8F%BE%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) The Group's consolidated statement of cash flows for the six months ended June 30, 2025, shows net cash used in operating activities of **S$832 thousand**, net cash used in investing activities of **S$1,105 thousand**, and net cash from financing activities of **S$893 thousand**, leading to a net decrease in cash and cash equivalents of **S$1,044 thousand** Interim Condensed Consolidated Statement of Cash Flows (S$ thousand) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net Cash Flows Used in Operating Activities | (832) | (879) | | Net Cash Flows Used in Investing Activities | (1,105) | (4,393) | | Net Cash Flows From/(Used in) Financing Activities | 893 | (546) | | Net Decrease in Cash and Cash Equivalents | (1,044) | (5,818) | | Cash and Cash Equivalents at End of Period | 4,298 | 8,775 | [Notes to the Interim Condensed Consolidated Financial Statements](index=14&type=section&id=%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8%E9%99%84%E6%B3%A8) [1. Company Information](index=14&type=section&id=1.%20%E5%85%AC%E5%8F%B8%E8%B3%87%E6%96%99) ZACD Group Ltd. is an investment holding company incorporated in Singapore, primarily engaged in investment management, acquisition and project management, property management and leasing management, and financial advisory services - The company is registered in Singapore, with primary businesses including investment management, acquisition and project management, property management and leasing management, and financial advisory services[36](index=36&type=chunk)[38](index=38&type=chunk) [2. Basis of Preparation and Changes in the Group's Accounting Policies](index=14&type=section&id=2.%20%E7%B7%A8%E8%A3%BD%E5%9F%BA%E6%BA%96%E5%8F%8A%E6%9C%AC%E9%9B%86%E5%9C%98%E6%9C%83%E8%A8%88%E6%94%BF%E7%AD%96%E8%AE%8A%E6%9B%B4) The interim condensed consolidated financial statements are prepared in accordance with IAS 34 and presented in Singapore dollars, with no significant impact from new standards, interpretations, and amendments adopted in the current period - The financial statements are prepared in accordance with IAS 34 and presented in S$ thousand[37](index=37&type=chunk) - New standards, interpretations, and amendments adopted in the current period have no significant impact on the Group's interim results[40](index=40&type=chunk) [3. Operating Segment Information](index=15&type=section&id=3.%20%E7%B6%93%E7%87%9F%E5%88%86%E9%83%A8%E8%B3%87%E6%96%99) The Group's operating segments include investment management (special purpose entity investment management and fund management), acquisition and project management, property management and leasing management, and financial advisory, with management allocating resources and assessing performance based on each business unit's results - The Group's main operating segments include investment management (special purpose entity investment management, fund management), acquisition and project management, property management and leasing management, and financial advisory[38](index=38&type=chunk)[41](index=41&type=chunk)[45](index=45&type=chunk)[48](index=48&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk) Segment Revenue for the Six Months Ended June 30, 2025 (S$ thousand) | Segment | Revenue from External Customers | | :--- | :--- | | Special Purpose Entity Investment Management | 174 | | Fund Management | 1,145 | | Acquisition and Project Management | 53 | | Property Management and Leasing Management | 18 | | Financial Advisory | – | | **Total** | **1,390** | Segment Results for the Six Months Ended June 30, 2025 (S$ thousand) | Segment | Segment Results | | :--- | :--- | | Special Purpose Entity Investment Management | (156) | | Fund Management | 644 | | Acquisition and Project Management | (77) | | Property Management and Leasing Management | (11) | | Financial Advisory | (49) | | **Total** | **351** | Revenue by Customer Location for the Six Months Ended June 30, 2025 (S$ thousand) | Region | Revenue | | :--- | :--- | | Singapore | 1,099 | | Malaysia | 18 | | Australia | 53 | | British Virgin Islands | 220 | | **Total** | **1,390** | [4. Revenue, Other Income and Gains](index=26&type=section&id=4.%20%E6%94%B6%E5%85%A5%E3%80%81%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E5%8F%8A%E6%94%B6%E7%9B%8A) The Group's revenue primarily derives from investment management, acquisition and project management, and property management and leasing management service fees, while other income and gains include interest income, government grants, and corporate business service fees Revenue Breakdown (S$ thousand) | Revenue Source | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Special Purpose Entity Investment Management Fees | 174 | 108 | | Fund Management Fees | 1,145 | 1,532 | | Acquisition and Project Management Fees | 53 | 98 | | Property Management and Leasing Management Fees | 18 | 17 | | **Total Revenue** | **1,390** | **1,755** | Other Income and Gains Breakdown (S$ thousand) | Other Income and Gains | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Interest Income | 33 | 374 | | Government Grants | 8 | 3 | | Corporate Business Service Fees | 75 | 80 | | Gain on Disposal of Property, Plant and Equipment | 6 | – | | Operating Lease Income | 8 | 8 | | Net Exchange Differences | – | 7 | | Others | 72 | – | | **Total** | **202** | **472** | [5. Loss Before Tax](index=29&type=section&id=5.%20%E9%99%A4%E7%A8%85%E5%89%8D%E8%99%A7%E6%90%8D) The Group's loss before tax is primarily influenced by fair value gains on financial derivatives, dividend income, professional fees, and interest expenses Loss Before Tax Components (S$ thousand) | Item | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Auditor's Remuneration | 90 | 70 | | Dividend Income | (150) | (284) | | Professional Fees | 185 | 12 | | Net Impairment Loss/(Reversal) on Trade Receivables | 14 | (7) | | Fair Value Gains/(Losses) on Financial Derivatives | 672 | (285) | | Interest Expense | 275 | 292 | [6. Income Tax Expense](index=30&type=section&id=6.%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) The Group's income tax expense is calculated based on the actual tax rate applied to the expected total annual profit Income Tax Expense (S$ thousand) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Income Tax Expense | 23 | 170 | [7. Loss Per Share Attributable to Owners of the Company](index=30&type=section&id=7.%20%E6%9C%AC%E5%85%AC%E5%8F%B8%E6%8B%A5%E6%9C%89%E4%BA%BA%E6%87%89%E5%8D%A0%E6%AF%8F%E8%82%A1%E8%99%A7%E6%90%8D) The basic and diluted loss per share attributable to owners of the Company is calculated based on the loss for the period and the weighted average number of ordinary shares Loss Per Share Calculation (S$ thousand/share) | Metric | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the Period Attributable to Owners of the Company | (703) | (1,419) | | Weighted Average Number of Ordinary Shares | 2,000,000,000 | 2,000,000,000 | [8. Dividends](index=31&type=section&id=8.%20%E8%82%A1%E6%81%AF) The Company neither paid nor proposed any dividends for the six months ended June 30, 2025, consistent with the prior period - The Company neither paid nor proposed any dividends for the six months ended June 30, 2025[71](index=71&type=chunk) [9. Property, Plant and Equipment](index=31&type=section&id=9.%20%E7%89%A9%E6%A5%AD%E3%80%81%E5%BB%A0%E6%88%BF%E5%8F%8A%E8%A8%AD%E5%82%99) During the period, the Group did not acquire assets, disposed of assets with a net book value of **S$19 thousand**, and recorded depreciation of **S$31 thousand**, while right-of-use assets had no additions or disposals and amortization of **S$126 thousand** - For the six months ended June 30, 2025, the Group did not acquire assets, and disposed of assets with a net book value of **S$19 thousand** (prior period: nil)[72](index=72&type=chunk) - Depreciation of property, plant and equipment amounted to **S$31 thousand** (prior period: S$52 thousand)[72](index=72&type=chunk) - Amortization of right-of-use assets was **S$126 thousand** (prior period: S$126 thousand), with no additions or disposals[72](index=72&type=chunk) [10. Equity Investments and Investments in Fund Entities](index=31&type=section&id=10.%20%E8%82%A1%E6%9C%AC%E8%AD%89%E5%88%B8%E6%8A%95%E8%B3%87%E5%8F%8A%E5%9F%BA%E9%87%91%E5%AF%A6%E9%AB%94%E6%8A%95%E8%B3%87) The Group's equity investments and investments in fund entities are both accounted for at fair value through other comprehensive income, with fair value changes for both investment types recognized as losses in the current period Equity Investments (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Unlisted Equity Shares, at Fair Value | 58 | 203 | - Fair value changes of equity investments for the period were recognized as a loss of **S$145 thousand** (prior period: S$189 thousand)[74](index=74&type=chunk) Investments in Fund Entities (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Unlisted Equity Shares, at Fair Value | 1,261 | 1,328 | - Fair value changes of investments in fund entities for the period were recognized as a loss of **S$67 thousand** (prior period: S$159 thousand)[76](index=76&type=chunk) [11. Trade Receivables](index=34&type=section&id=11.%20%E8%B2%BF%E6%98%93%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) The Group's net trade receivables amounted to **S$4,545 thousand**, with an impairment loss provision of **S$203 thousand**, and are primarily settled on 30-day credit terms with regular credit assessments Trade Receivables (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade Receivables | 4,748 | 4,962 | | Less: Provision for Impairment Losses | (203) | (214) | | **Net Amount** | **4,545** | **4,748** | Ageing Analysis of Trade Receivables (S$ thousand) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within One Month | 1,118 | 1,168 | | One to Two Months | 4 | 8 | | Two to Three Months | 74 | 8 | | Over Three Months | 3,349 | 3,564 | | **Total** | **4,545** | **4,748** | - As of June 30, 2025, trade receivables from related parties amounted to **S$4,258 thousand** (December 31, 2024: S$4,294 thousand)[81](index=81&type=chunk) [12. Capitalized Contract Costs](index=37&type=section&id=12.%20%E8%B3%87%E6%9C%AC%E5%8C%96%E5%90%88%E7%B4%84%E6%88%90%E6%9C%AC) Capitalized contract costs primarily represent commission costs paid to agents, with a period-end balance of **S$346 thousand** and amortization of **S$60 thousand** for the current period Movement in Capitalized Contract Costs (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Beginning of Period/Year | 406 | 337 | | Additions | – | 182 | | Amortization | (60) | (113) | | **End of Period/Year** | **346** | **406** | [13. Prepayments, Deposits and Other Receivables](index=38&type=section&id=13.%20%E9%A0%90%E4%BB%98%E6%AC%BE%E9%A0%85%E3%80%81%E6%8C%89%E9%87%91%E5%8F%8A%E5%85%B6%E4%BB%96%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) The Group's total prepayments, deposits, and other receivables amounted to **S$744 thousand**, comprising current prepayments, deposits, interest receivables, and other receivables, as well as non-current other receivables Prepayments, Deposits and Other Receivables (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Current: Prepayments | 213 | 332 | | Current: Deposits | 79 | 134 | | Current: Interest Receivables | 174 | 143 | | Current: Other Receivables | 102 | 24 | | Non-Current: Others | 176 | 186 | | **Total at End of Period/Year** | **744** | **819** | [14. Loans and Related Receivables](index=39&type=section&id=14.%20%E8%B2%B8%E6%AC%BE%E5%8F%8A%E7%9B%B8%E9%97%9C%E6%87%89%E6%94%B6%E6%AC%BE%E9%A0%85) The Group provided bridge loans and related interest receivables to several related parties, primarily for real estate development projects, with a net amount of **S$19,756 thousand** as of June 30, 2025, and an impairment loss provision of **S$5,085 thousand** Loans and Related Receivables (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Bridge Loans to Related Parties | 23,876 | 23,571 | | Interest Receivables on Loans to Related Parties | 965 | 936 | | Less: Provision for Impairment Losses | (5,085) | (5,085) | | **Net Amount** | **19,756** | **19,422** | - Bridge financing provided to ZACD LV Development Fund, totaling **S$12,777 thousand**, accrues interest at **6%** per annum, but interest charges have been temporarily waived by the lender from January 1, 2025[91](index=91&type=chunk) - Bridge financing provided to ZACD Mount Emily Residential Development Fund, totaling **S$4,050 thousand**, accrues interest at **6%** per annum, but interest charges have been temporarily waived by the lender from January 1, 2025[93](index=93&type=chunk) - Loans and related receivables to ZACD Media Circle Fund were fully repaid as of June 30, 2025[99](index=99&type=chunk) [15. Cash and Cash Equivalents](index=46&type=section&id=15.%20%E7%8F%BE%E9%87%91%E5%8F%8A%E7%8F%BE%E9%87%91%E7%AD%89%E5%83%B9%E7%89%A9) As of June 30, 2025, the Group's cash and cash equivalents amounted to **S$4,298 thousand**, primarily held in banks in Singapore, Hong Kong, and Australia, earning interest at floating rates Cash and Cash Equivalents (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Cash and Cash Equivalents | 4,298 | 5,314 | Cash and Bank Balances Denominated in Foreign Currencies (S$ thousand) | Currency | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | HKD | 35 | 38 | | AUD | 288 | 291 | [16. Bank Borrowings](index=46&type=section&id=16.%20%E9%8A%80%E8%A1%8C%E8%B2%B8%E6%AC%BE) The Group's bank borrowings consist of a 5-year temporary bridging loan guaranteed under the Enterprise Financing Scheme, with a fixed interest rate of **3.0%** per annum, repayable in 60 monthly installments Bank Borrowings (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Temporary Bridging Loan, Unsecured: Current | 198 | 590 | | **Total Bank Borrowings** | **198** | **590** | - The temporary bridging loan has a fixed interest rate of **3.0%** per annum, repayable in 60 monthly installments[104](index=104&type=chunk) [17. Lease Liabilities](index=47&type=section&id=17.%20%E7%A7%9F%E8%B3%83%E8%B2%A0%E5%82%B5) The Group's lease liabilities primarily relate to office property leases, comprising both current and non-current portions Lease Liabilities (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Office Property Leases — Current | 108 | 262 | | Office Property Leases — Non-Current | 6 | 10 | | **Total Lease Liabilities** | **114** | **272** | [18. Financial Derivatives](index=48&type=section&id=18.%20%E9%87%91%E8%9E%8D%E8%A1%8D%E7%94%9F%E5%B7%A5%E5%85%B7) The Company granted a put option to Top Global Limited, an investor in ZACD LV Development Fund, and recognized a fair value gain of **S$672 thousand** in the current period due to the re-assessment of the put option's fair value Financial Derivatives (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Financial Derivatives | 1,902 | 2,574 | - A fair value gain of **S$672 thousand** on financial derivatives was recognized in the current period (prior period: loss of S$285 thousand), primarily from the re-assessment of the fair value of the put option granted to Top Global Limited[107](index=107&type=chunk) [19. Share Capital](index=48&type=section&id=19.%20%E8%82%A1%E6%9C%AC) The Company's issued and fully paid share capital consists of **2,000,000,000** ordinary shares, amounting to **S$29,866 thousand** Share Capital (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Issued and Fully Paid: 2,000,000,000 Ordinary Shares | 29,866 | 29,866 | [20. Related Party Transactions](index=49&type=section&id=20.%20%E9%97%9C%E9%80%A3%E6%96%B9%E4%BA%A4%E6%98%93) The Group engages in transactions with numerous related parties, including investment special purpose entities, private funds, development special purpose entities, and companies jointly controlled by the controlling shareholder, with key transaction types encompassing dividend income, performance fees, and fund management fees - Related parties include investment special purpose entities, private funds managed by the Group, development special purpose entities, and companies jointly controlled by the controlling shareholder[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) Summary of Related Party Transactions (S$ thousand) | Transaction Type | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Investment Management — Dividend Income | 150 | 284 | | Investment Management — Performance Fees | 167 | 943 | | Investment Management — Fund Management Fees | 578 | 232 | | Office and Transportation Expenses | 30 | 30 | - Dividend income for the period primarily originated from ZACD (Punggol Central) Ltd., ZACD (Woodlands2) Pte Ltd, and ZACD (Jurong) Pte Ltd[116](index=116&type=chunk) - Performance fees for the period primarily originated from ZACD (BBW6) Ltd., while the prior period's fees were mainly from ZACD (Shunfu) Ltd., ZACD (Shunfu2) Ltd., and ZACD (Mandai) Ltd.[116](index=116&type=chunk) - Fund management fees significantly increased in the current period, mainly from ZACD Media Circle Fund and ZACD Laserblue Pte Ltd[117](index=117&type=chunk) [21. Commitments](index=58&type=section&id=21.%20%E6%89%BF%E6%93%94) As of the end of the period, the Group had no other significant commitments beyond those disclosed in the report - As of the end of the period, the Group had no other significant commitments[121](index=121&type=chunk) [22. Financial Guarantees](index=59&type=section&id=22.%20%E8%B2%A1%E5%8B%99%E6%93%94%E4%BF%9D) The Company provided financial guarantees for several real estate development projects, including La Ville Development, BBEC Development, Mount Emily Properties, Mandai Development, and Landmark Development, to support the loan financing of related special purpose entities and funds - Provided a loan financing guarantee for La Ville Development with a principal amount of **S$129.09 million**, representing **75.0%** of the total liabilities of the related development special purpose entity[123](index=123&type=chunk) - Provided a loan financing guarantee for BBEC Development with a principal amount of **S$29.98 million**, representing **10.0%** of the total liabilities of the related development special purpose entity[124](index=124&type=chunk) - Provided a loan financing guarantee for Mount Emily Properties with a principal amount of **S$19.25 million**, representing the total liabilities of the related development special purpose entity[126](index=126&type=chunk) - Provided a loan financing guarantee for Mandai Development with a principal amount of **S$28.99 million**, representing **60.0%** of the total liabilities of the related development special purpose entity[127](index=127&type=chunk) - Provided a loan financing guarantee for Landmark Development with a total principal amount of **S$150.74 million**, representing **39.2%** of the total liabilities of the related development special purpose entity[128](index=128&type=chunk) [23. Contingent Liabilities](index=61&type=section&id=23.%20%E6%88%96%E7%84%B6%E8%B2%A0%E5%82%B5) The Group has contingent liabilities related to ZACD Australia Hospitality Fund and ZACD US Fund, involving legal actions to recover funds, but external legal counsel found no negligence, fraud, or dishonesty by Group management, thus no provision has been made - The Group is pursuing recovery actions for cases related to ZACD Australia Hospitality Fund and ZACD US Fund to recover deposits[129](index=129&type=chunk)[130](index=130&type=chunk) - External legal counsel found no evidence of negligence, fraud, or dishonesty by the Group or its management, therefore no provision has been made in the financial statements for this contingent liability[131](index=131&type=chunk) - As of June 30, 2025, legal actions have incurred cumulative legal fees of **S$1,808 thousand**[131](index=131&type=chunk) [24. Financial Instruments by Category](index=63&type=section&id=24.%20%E6%8C%89%E9%A1%9E%E5%88%A5%E5%8A%83%E5%88%86%E7%9A%84%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7) The Group's financial instruments are categorized as financial assets and liabilities measured at fair value through other comprehensive income, at amortized cost, and financial liabilities measured at fair value through profit or loss Financial Assets as of June 30, 2025 (S$ thousand) | Category | Fair Value Through Other Comprehensive Income | Financial Assets Measured at Amortized Cost | Total | | :--- | :--- | :--- | :--- | | Equity Investments | 58 | – | 58 | | Investments in Fund Entities | 1,261 | – | 1,261 | | Trade Receivables | – | 4,545 | 4,545 | | Loans and Related Receivables | – | 19,756 | 19,756 | | Cash and Cash Equivalents | – | 4,298 | 4,298 | | **Total** | **1,319** | **30,414** | **31,733** | Financial Liabilities as of June 30, 2025 (S$ thousand) | Category | Fair Value Through Profit or Loss | Financial Liabilities Measured at Amortized Cost | Total | | :--- | :--- | :--- | :--- | | Financial Derivatives | 1,902 | – | 1,902 | | Financial Liabilities Included in Other Payables and Accruals | – | 2,401 | 2,401 | | Lease Liabilities | – | 114 | 114 | | Amounts Due to Related Parties | – | 7,413 | 7,413 | | Bank Borrowings | – | 198 | 198 | | **Total** | **1,902** | **10,163** | **12,065** | [25. Fair Value and Fair Value Hierarchy of Financial Instruments](index=67&type=section&id=25.%20%E9%87%91%E8%9E%8D%E5%B7%A5%E5%85%B7%E4%B9%8B%E5%85%AC%E5%B9%B3%E5%80%BC%E5%8F%8A%E5%85%AC%E5%B9%B3%E5%80%BC%E7%AD%89%E7%B4%9A) The Group's financial instrument fair values are primarily estimated using discounted cash flow models for unlisted equity and fund entity investments and the Black Scholes model for financial derivatives, all classified as Level 3 in the fair value hierarchy, with quantitative sensitivity analysis provided - Fair values of unlisted equity investments and investments in fund entities are estimated using discounted cash flow valuation models, classified as Level 3 in the fair value hierarchy[139](index=139&type=chunk) - Fair values of financial derivatives are estimated using the Black Scholes model valuation technique, classified as Level 3 in the fair value hierarchy[139](index=139&type=chunk) Assets Measured at Fair Value as of June 30, 2025 (S$ thousand) | Asset | Level 3 | Total | | :--- | :--- | :--- | | Equity Investments | 58 | 58 | | Investments in Fund Entities | 1,261 | 1,261 | Liabilities Measured at Fair Value as of June 30, 2025 (S$ thousand) | Liability | Level 3 | Total | | :--- | :--- | :--- | | Financial Derivatives | 1,902 | 1,902 | - During the period, fair value changes for both equity investments and investments in fund entities were recognized as losses, while financial derivatives recognized gains[147](index=147&type=chunk) [26. Authorization for Issue of Interim Condensed Consolidated Financial Statements](index=75&type=section&id=26.%20%E6%8E%88%E6%AC%8A%E5%88%8A%E7%99%BC%E4%B8%AD%E6%9C%9F%E7%B0%A1%E6%98%8E%E7%B6%9C%E5%90%88%E8%B2%A1%E5%8B%99%E5%A0%B1%E8%A1%A8) The interim condensed consolidated financial statements for the six months ended June 30, 2025, were authorized for issue by the Board of Directors on August 14, 2025 - The interim condensed consolidated financial statements were authorized for issue by the Board of Directors on August 14, 2025[149](index=149&type=chunk) [Management Discussion and Analysis](index=76&type=section&id=%E7%AE%A1%E7%90%86%E5%B1%A4%E8%A8%8E%E8%AB%96%E8%88%87%E5%88%86%E6%9E%90) [1. Executive Summary](index=76&type=section&id=1.%20%E5%9F%B7%E8%A1%8C%E6%91%98%E8%A6%81) ZACD Group, a Singapore-based integrated asset management company, focuses on "Investment Management" and "Acquisition and Project Management" as its core businesses, operating 23 investment portfolios across Singapore and Asia Pacific, and providing services to family offices - ZACD Group is a Singapore-based integrated asset management company, focusing on "Investment Management" and "Acquisition and Project Management" as its two core businesses[152](index=152&type=chunk) - The Group operates 23 investment portfolios, covering 22 real estate projects and assets in Singapore, Malaysia, Indonesia, and Australia[152](index=152&type=chunk) - The Group currently provides corporate support and fund management services to family offices with approximately **US$100 million** in assets under management[152](index=152&type=chunk) [2. Financial and Business Review](index=77&type=section&id=2.%20%E8%B2%A1%E5%8B%99%E5%9B%9E%E9%A1%A7%E5%8F%8A%E6%A5%AD%E5%8B%99%E5%9B%9E%E9%A1%A7) The Group's net loss for the current period was **S$0.73 million**, an improvement of **48.6%** from the prior period, primarily driven by fair value gains on financial derivatives, despite reduced revenue and other income, as staff costs and income tax expenses also decreased - Net loss for the current period was **S$0.73 million**, an improvement of **48.6%** from the prior period's loss of **S$1.42 million**[155](index=155&type=chunk) - The improvement in net loss is primarily attributed to fair value gains on financial derivatives of approximately **S$0.67 million** (prior period: loss of S$0.29 million), as well as a reduction in staff costs of **S$0.23 million** and income tax expense of **S$0.15 million**[155](index=155&type=chunk) [2.1 Revenue](index=77&type=section&id=2.1%20%E6%94%B6%E5%85%A5) The Group's revenue decreased by **21.0%** year-on-year to **S$1.39 million**, mainly due to lower dividend income, management fees, and performance fees, partially offset by a one-off project tender fee - The Group's revenue decreased by **S$0.37 million** (**21.0%**) from **S$1.76 million** in the prior period to **S$1.39 million** in the current period[156](index=156&type=chunk) - The decrease in revenue was mainly due to a **S$0.13 million** reduction in dividend income, a **S$0.30 million** reduction in management fees, and a **S$0.59 million** reduction in performance fees[156](index=156&type=chunk) - The revenue decrease was partially offset by a one-off project tender fee of approximately **S$0.50 million** and an increase in corporate fees of **S$0.11 million**[156](index=156&type=chunk) - Revenue from special purpose entity investment management increased by **54.5%** to **S$0.17 million**, benefiting from dividend income and performance fees[159](index=159&type=chunk) - Fund management revenue decreased by **24.8%** to **S$1.15 million**, primarily due to a **S$0.78 million** reduction in performance fees, partially offset by a one-off project tender fee of **S$0.50 million**[160](index=160&type=chunk) - Revenue from acquisition and project management services declined by **50.0%** to **S$0.05 million**, as related projects are still under development[161](index=161&type=chunk) - Property management and leasing management service revenue remained stable at **S$0.02 million**, with the Group continuing to evaluate the strategic direction of this business segment[162](index=162&type=chunk) - Financial advisory services have ceased SFC-regulated activities and entered no new advisory mandates, with potential consideration for recommencement in the future[163](index=163&type=chunk) [2.2 Other Income and Gains](index=82&type=section&id=2.2%20%E5%85%B6%E4%BB%96%E6%94%B6%E5%85%A5%E5%8F%8A%E6%94%B6%E7%9B%8A) Other income and gains decreased by **57.4%** year-on-year to **S$0.20 million**, primarily due to a reduction in interest income from bridge loans provided to fund structures - Other income and gains decreased from **S$0.47 million** in the prior period to **S$0.20 million** in the current period, a **57.4%** reduction[164](index=164&type=chunk) - The decrease primarily stemmed from a **S$0.34 million** reduction in interest income generated from bridge loans provided to the Group's managed fund structures, partially offset by a **S$0.06 million** gain on disposal of property, plant and equipment[164](index=164&type=chunk) [2.3 Staff Costs](index=82&type=section&id=2.3%20%E5%93%A1%E5%B7%A5%E6%88%90%E6%9C%AC) Total staff costs decreased by **11.6%** year-on-year to **S$1.75 million**, mainly due to operational streamlining and lower discretionary bonuses, remaining the Group's largest single cost factor - Total staff costs decreased from **S$1.98 million** in the prior period to **S$1.75 million** in the current period, an **11.6%** reduction[165](index=165&type=chunk) - The decrease was primarily attributed to lower discretionary bonuses and operational streamlining aimed at improving productivity[165](index=165&type=chunk) - The total number of employees at the end of the current period was **27** (prior period: 22)[165](index=165&type=chunk) - Staff costs accounted for **59%** of the Group's total expenses (prior period: 62%)[165](index=165&type=chunk) [2.4 Impairment Losses or Reversal of Impairment Losses on Financial Assets](index=82&type=section&id=2.4%20%E9%87%91%E8%9E%8D%E8%B3%87%E7%94%A2%E6%B8%9B%E5%80%BC%E8%99%A7%E6%90%8D%E6%88%96%E6%B8%9B%E5%80%BC%E8%99%A7%E6%90%8D%E6%92%A5%E5%9B%9E) The Group recognized an impairment loss of **S$0.01 million** on trade receivables in the current period, and management will continue to assess the adequacy of expected credit loss provisions - The Group recognized an impairment loss of **S$0.01 million** on trade receivables in the current period (prior period: reversal of impairment loss of S$0.01 million)[166](index=166&type=chunk) [2.5 Other Expenses, Net](index=83&type=section&id=2.5%20%E5%85%B6%E4%BB%96%E9%96%8B%E6%94%AF%EF%BC%8C%E6%B7%A8%E9%A1%8D) Net other expenses remained stable year-on-year at **S$0.71 million** in the current period - Net other expenses remained stable year-on-year at **S$0.71 million** in the current period[167](index=167&type=chunk) [2.6 Interest Expense](index=83&type=section&id=2.6%20%E5%88%A9%E6%81%AF%E9%96%8B%E6%94%AF) Interest expense remained unchanged at **S$0.28 million** in the current period, primarily representing coupon payments due to investor Top Global Limited - Interest expense remained unchanged at **S$0.28 million** in the current period, primarily representing coupon payments due to investor Top Global Limited[168](index=168&type=chunk) [2.7 Fair Value Gains/(Losses) on Financial Derivatives](index=83&type=section&id=2.7%20%E9%87%91%E8%9E%8D%E8%A1%8D%E7%94%9F%E5%B7%A5%E5%85%B7%E4%B9%8B%E5%85%AC%E5%B9%B3%E5%80%BC%E6%94%B6%E7%9B%8A%EF%BC%8F%EF%BC%88%E8%99%A7%E6%90%8D%EF%BC%89) Fair value gains on financial derivatives of **S$0.67 million** were recognized in the current period, a significant improvement from the prior period's loss, mainly due to a lower put option exercise price - Fair value gains on financial derivatives of approximately **S$0.67 million** were recognized in the current period (prior period: loss of approximately S$0.29 million), primarily due to a lower put option exercise price[170](index=170&type=chunk) [2.8 Income Tax Expense](index=83&type=section&id=2.8%20%E6%89%80%E5%BE%97%E7%A8%85%E9%96%8B%E6%94%AF) Singapore income tax of **S$0.02 million** was provided for in the current period at a tax rate of **17%** - Singapore income tax of **S$0.02 million** was provided for in the current period at a tax rate of **17%**[171](index=171&type=chunk) [3. Net Assets](index=84&type=section&id=3.%20%E6%B7%A8%E8%B3%87%E7%94%A2) As of June 30, 2025, the Group's total assets were **S$32.48 million**, net assets were **S$19.52 million**, and net asset value per share was **0.98 Singapore cents**, with the decrease in net assets primarily influenced by fair value losses on investments - As of June 30, 2025, total assets were **S$32.48 million** (2024: S$33.08 million), and net assets were **S$19.52 million** (2024: S$20.43 million)[173](index=173&type=chunk) - Net assets decreased by **S$0.91 million**, primarily due to the impact of fair value losses on investments during the period[173](index=173&type=chunk) - Net asset value per share was **0.98 Singapore cents** (2024: 1.02 Singapore cents)[173](index=173&type=chunk) [4. Liquidity and Capital Resources](index=84&type=section&id=4.%20%E6%B5%81%E5%8B%95%E8%B3%87%E9%87%91%E5%8F%8A%E8%B3%87%E6%9C%AC%E8%B3%87%E6%BA%90) The Group adopts prudent financial management practices, utilizing bank balances, internal operating cash flows, and bank financing to support operations, while actively managing working capital and credit risk - The Group adopts prudent financial management practices to ensure business objectives are met and a robust liquidity position is maintained[174](index=174&type=chunk) - Working capital management includes regular credit assessments, monitoring timely collections, and establishing procedures for doubtful debt recovery[174](index=174&type=chunk) [4.1 Cash and Cash Equivalents](index=84&type=section&id=4.1%20%E7%8F%BE%E9%87%91%E5%8F%8A%E7%8F%BE%E9%87%91%E7%AD%89%E5%83%B9%E7%89%A9) As of June 30, 2025, cash and cash equivalents amounted to **S$4.30 million**, a decrease from **S$5.31 million** as of December 31, 2024, primarily due to investments in development funds - As of June 30, 2025, cash and cash equivalents amounted to **S$4.30 million** (December 31, 2024: S$5.31 million)[175](index=175&type=chunk) - Cash and cash equivalents decreased by **S$1.01 million**, mainly due to investments totaling approximately **S$1.91 million** in ZACD La Ville Development Fund, ZACD Mount Emily Residential Development Fund, and ZACD Media Circle Fund, partially offset by repayment of bridging advances and recovery of debts[176](index=176&type=chunk) [4.2 Bank Borrowings and Gearing Ratio](index=85&type=section&id=4.2%20%E9%8A%80%E8%A1%8C%E5%80%9F%E6%AC%BE%E5%8F%8A%E8%B3%87%E7%94%A2%E8%B2%A0%E5%82%B5%E7%8E%87) As of June 30, 2025, the Group's net cash position was **S$3.99 million**, with a significant reduction in bank borrowings (including lease liabilities) and an improved gearing ratio of **1.6%** Net Cash Position (S$ thousand) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Bank Borrowings and Lease Liabilities | 312 | 862 | | Less: Cash and Cash Equivalents | (4,298) | (5,314) | | **Net Cash** | **3,986** | **4,452** | - The Group's gearing ratio improved from **4.2%** as of December 31, 2024, to **1.6%** in the current period[177](index=177&type=chunk) [5. Other Matters](index=85&type=section&id=5.%20%E5%85%B6%E4%BB%96%E4%BA%8B%E9%A0%85) As of June 30, 2025, the Group had no pledged assets, and financial guarantees, contingent liabilities, and commitments were disclosed in the notes to the financial statements; no dividends were paid or proposed, and no share options were issued during the period - As of June 30, 2025, the Group had no pledged assets[179](index=179&type=chunk) - The Company neither paid nor proposed any dividends for the six months ended June 30, 2025[183](index=183&type=chunk) - As of June 30, 2025, no share options were issued under the share option scheme[184](index=184&type=chunk) - No events with significant impact on the Group's operations and financial performance occurred after the reporting period[185](index=185&type=chunk) [6. Business Outlook](index=87&type=section&id=6.%20%E6%A5%AD%E5%8B%99%E5%89%8D%E6%99%AF) The Group is optimistic about sustained growth in the coming years, anticipating accelerated growth and value realization in the second half of 2025, with slight increases in Singapore's private residential market prices and rents, successful progress in several real estate projects, and plans to launch a new industrial fund - The Group has laid the foundation for sustained growth in the coming years, expecting accelerated growth and value realization in the second half of 2025[187](index=187&type=chunk)[190](index=190&type=chunk) - Singapore's private residential property price index rose by **1.0%** in Q2 2025, and the rental index increased by **0.8%**[187](index=187&type=chunk) - Arina East Residences was soft-launched on May 31, 2025, with an official launch planned for August[188](index=188&type=chunk) - Bloomsbury Residences and Bloomsbury Shoppes were officially launched in April 2025, achieving a sales rate of **46.9%** and an average selling price of **S$2,487** per square foot as of June 30[188](index=188&type=chunk) - The Landmark is expected to obtain its Temporary Occupation Permit in the second half of 2025[188](index=188&type=chunk) - The successful sale of The Sebel West Perth, under ZACD Income Trust, generated significant gains[191](index=191&type=chunk) - In-depth discussions are underway for launching a new industrial fund in Singapore, aiming to acquire industrial land, develop high-specification properties, and sell them for capital gains[190](index=190&type=chunk) [Corporate Governance and Other Information](index=89&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%8F%8A%E5%85%B6%E4%BB%96%E8%B3%87%E6%96%99) [Corporate Governance Practices](index=89&type=section&id=%E4%BC%81%E6%A5%AD%E7%AE%A1%E6%B2%BB%E5%B8%B8%E8%A6%8F) The Company has adopted and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules - The Company has adopted and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[192](index=192&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=89&type=section&id=%E8%B3%BC%E8%B2%B7%EF%BC%8C%E5%87%BA%E5%94%AE%E6%88%96%E8%B3%96%E5%9B%9E%E6%9C%AC%E5%85%AC%E5%8F%B8%E4%B8%8A%E5%B8%82%E8%AD%89%E5%88%B8) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the six months ended June 30, 2025 - Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[193](index=193&type=chunk) [Interests of Compliance Adviser](index=89&type=section&id=%E5%90%88%E8%A6%8F%E9%A1%A7%E5%95%8F%E7%9A%84%E6%AC%8A%E7%9B%8A) The Group's compliance adviser, Ascent Partners Corporate Finance Limited, and its directors, employees, or close associates, have no interests in the securities of the Company or any member of the Group that are required to be disclosed to the Company under Rule 6A.32 of the GEM Listing Rules - The compliance adviser and its associates have no interests in the securities of the Company or any member of the Group that are required to be disclosed to the Company[194](index=194&type=chunk) [Audit Committee](index=89&type=section&id=%E5%AF%A9%E6%A0%B8%E5%A7%94%E5%93%A1%E6%9C%83) The Audit Committee, composed of three independent non-executive directors, advises on and oversees external auditors, financial statements, internal controls, risk management, and continuing connected transactions, having reviewed the interim results for the current period - The Audit Committee comprises three independent non-executive directors, with Mr. Lau Kin Chung as Chairman[195](index=195&type=chunk) - Its primary responsibilities include advising on the appointment and removal of external auditors, reviewing and overseeing financial statements, monitoring internal controls and risk management procedures, and overseeing continuing connected transactions[195](index=195&type=chunk) - The Audit Committee has reviewed the Group's interim results for the six months ended June 30, 2025[195](index=195&type=chunk) [Publication of Interim Report on HKEX and Company Website](index=90&type=section&id=%E6%96%BC%E8%81%AF%E4%BA%A4%E6%89%80%E5%8F%8A%E6%9C%AC%E5%85%AC%E5%8F%B8%E7%B6%B2%E7%AB%99%E5%88%8A%E7%99%BB%E4%B8%AD%E6%9C%9F%E5%A0%B1%E5%91%8A) The interim report for the six months ended June 30, 2025, will be dispatched to shareholders in due course and will be available on the Company's website and the designated HKEX website - The interim report will be dispatched to shareholders and will be available on the Company's website (www.zacdgroup.com) and the designated HKEX website (www.hkexnews.hk)[197](index=197&type=chunk)

Core Viewpoint - JEDI Group (08313) has issued a profit warning, expecting a net loss of approximately 730,000 Singapore dollars for the six months ending June 30, 2025, which represents an improvement compared to a net loss of about 1.42 million Singapore dollars in the same period last year, reflecting a reduction of approximately 690,000 Singapore dollars or 48.6% [1] Financial Performance - The expected financial performance improvement is primarily attributed to a fair value gain of financial derivatives amounting to approximately 670,000 Singapore dollars, an increase of 970,000 Singapore dollars compared to a prior loss of 290,000 Singapore dollars [1] - Employee costs have decreased by approximately 230,000 Singapore dollars, and income tax expenses have reduced by about 150,000 Singapore dollars [1] Revenue Analysis - Revenue has declined from approximately 1.76 million Singapore dollars in the previous period to about 1.39 million Singapore dollars in the current reporting period [1] - The revenue decrease is mainly due to a reduction in dividend income by approximately 130,000 Singapore dollars, a decrease in management fees from special purpose companies and real estate funds by about 300,000 Singapore dollars, and a reduction in performance fees from managed real estate funds by approximately 590,000 Singapore dollars [1] - This revenue decline was partially offset by a one-time bidding fee of about 500,000 Singapore dollars paid by Media Circle Fund and Laserblue for the successful acquisition of residential projects, along with an increase in company expenses of approximately 110,000 Singapore dollars [1]

Core Viewpoint - The company expects a net loss of approximately SGD 730,000 for the six months ending June 30, 2025, which represents an improvement of about SGD 690,000 or 48.6% compared to a net loss of SGD 1.42 million in the same period last year [1] Financial Performance - The improvement in financial performance is primarily attributed to a fair value gain of financial derivatives amounting to approximately SGD 670,000, an increase of SGD 970,000 compared to a prior loss of SGD 290,000 [1] - Employee costs decreased by approximately SGD 230,000, and income tax expenses were reduced by about SGD 150,000 [1] Revenue Analysis - Revenue decreased from approximately SGD 1.76 million in the previous period to about SGD 1.39 million during the reporting period [1] - The decline in revenue is mainly due to a reduction in dividend income by approximately SGD 130,000, a decrease in management fees from special purpose companies and real estate funds by about SGD 300,000, and a reduction in performance fees from real estate funds by approximately SGD 590,000 [1] - This revenue decline was partially offset by a one-time bidding fee of approximately SGD 500,000 paid by Media Circle Fund and Laserblue for the successful acquisition of residential projects, along with an increase in company expenses of about SGD 110,000 [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，並明確表示不會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。 ZACD GROUP LTD. 杰 地 集 團 有 限 公 司 * （ 於新加坡註冊成立的有限公司 ） （ 股份代號 : 8313 ） 盈利預警 本公告乃杰地集團有限公司*（「本公司」連同其附屬公司統稱為「本集團」）根據香港聯 合交易所有限公司創業板證券上市規則（「創業板上市規則」）第 17.10 條及香港法例第 571 章證券及期貨條例第 XIVA 部之內幕消息條文（定義見創業板上市規則）而作出。 股東及有意投資者於買賣本公司股份時務請審慎行事。 承董事會命 杰地集團有限公司* 主席兼執行董事 沈娟娟 本公司董事（「董事」）會（「董事會」）謹此知會本公司股東（「股東」）及有意投資者， 基於對本集團截至二零二五年六月三十日止六個月（「報告期間」）未經審核綜合管理賬目 及董事會現時所獲其他資料作出的初步評估，本集团预计净亏损约为73萬新加坡元，与去年 同期（「前期」）净亏损约为142萬新加坡元相比，改善幅度 ...

ZACD GROUP LTD. 杰 地 集 團 有 限 公 司 * （ 於新加坡註冊成立的有限公司 ） （ 股份代號 : 8313 ） 董事會召開日期 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，並明確表示不會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。 本公告載有遵照 GEM 上市規則而提供有關本公司的資料，本公司之董事就本公告共同及個別承擔全部責任。 公司之董事在作出一切合理查詢後確認，就彼等所深知及確信，本公告所載資料在各重大方面均屬準確及 完整，並無誤導或欺詐成分，及本公告並無遺漏任何其他事宜，致使當中任何陳述或本公告產生誤導。 本公告將會在香港交易所網站 www.hkexnews.hk 刊登，並將由刊登日期起計最少一連七日在「最新上市公 司公告」網頁刊載。本公告亦將於本公司網站 www.zacdgroup.com 刊登。 本公告之中英文版本如有任何歧義，概以英文版本為準。 * 僅供識別 杰地集團有限公司*（「本公司」）董事會（「董事會」）謹此宣佈，將於二零二五年八 月十四日（星期四）舉行董事會會議 ...

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7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: ZACD Group Ltd. 杰地集團有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 不適用 FF301 第 1 頁 共 10 頁 v 1.1.1 FF301 II. 已發行股份及/或庫存股份變動 | 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) | 08313 | 說明 | | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 2,000,000,000 | | 0 | | 2,000,000,000 | | 增加 / 減少 (-) | | | 0 | | 0 | | | | 本月底結存 | | | 2,000,000,000 | | 0 | ...

Financial Performance - ZACD Group Ltd. reported its annual performance for the year ending December 31, 2024[2]. - The consolidated financial statements have been audited by Ernst & Young, confirming the accuracy of the financial data as of December 31, 2024[3]. Governance Structure - The board of directors includes five executive directors and three independent non-executive directors, ensuring a diverse governance structure[5]. Information Integrity - The company emphasizes the importance of accurate and complete information in its announcements, with no misleading or fraudulent elements[5]. - The announcement will be published on the Hong Kong Stock Exchange website and the company's website for at least seven days[5].

Financial Performance - The company reported a net loss of approximately SGD 1.09 million for the fiscal year ending December 31, 2024, a decline of SGD 2.94 million or 169.3% compared to a net profit of SGD 1.74 million in 2023[11]. - Revenue decreased by approximately SGD 4.94 million, from SGD 9.91 million in 2023 to SGD 4.96 million in 2024, representing a decline of 49.9%[11]. - The group reported a net loss of SGD 1,204,000 for the year ended December 31, 2024, compared to a profit of SGD 1,737,000 in 2023, indicating a significant decline in performance[14]. - The company recorded a pre-tax loss of SGD 1.09 million in 2024, compared to a profit of SGD 2.41 million in 2023[12]. - Total comprehensive loss attributable to owners of the company amounted to SGD 2,060,000, contrasting with a total comprehensive income of SGD 1,534,000 in the previous year[14]. - The group reported a pre-tax loss of SGD 1,089,000 for the year ended December 31, 2024, compared to a profit of SGD 2,414,000 in 2023, indicating a significant decline in performance[21]. - Total revenue for the year ended December 31, 2024, was SGD 4,964,000, a decrease of 50% from SGD 9,906,000 in 2023[141]. Assets and Liabilities - Total assets increased to SGD 33.08 million in 2024 from SGD 31.60 million in 2023[10]. - Total liabilities rose to SGD 12.65 million in 2024, up from SGD 9.11 million in 2023[10]. - The group's total liabilities rose from SGD 6,650,000 in 2023 to SGD 9,980,000 in 2024, indicating a growing financial obligation[16]. - The net asset value decreased from SGD 22,487,000 in 2023 to SGD 20,427,000 in 2024, reflecting a decline in overall equity[17]. - The company’s current liabilities totaled SGD 6,112,000 in 2024, slightly down from SGD 6,219,000 in 2023, showing a minor improvement in short-term financial obligations[16]. Cash Flow and Investments - Operating cash flow before changes in working capital was SGD 83,000, a drastic decrease from SGD 3,965,000 in the previous year[21]. - Net cash used in investing activities amounted to SGD 10,192,000, a sharp decline from net cash generated of SGD 2,347,000 in 2023[22]. - The group experienced a net decrease in cash and cash equivalents of SGD 9,296,000, contrasting with an increase of SGD 6,934,000 in the prior year[22]. - Cash and cash equivalents at the end of the period stood at SGD 5,314,000, down from SGD 14,605,000 at the beginning of the year[22]. - The group’s financing activities generated a net cash inflow of SGD 2,606,000, a significant increase from SGD 831,000 in 2023[22]. Employee Costs and Remuneration - Employee costs were reduced by approximately SGD 1 million or 21.1%, from SGD 4.75 million in 2023 to SGD 3.75 million in 2024, due to a decrease in headcount from 30 to 27[11]. - The number of directors increased to 11 from 10, with total director remuneration recorded at SGD 1,446,000, down 26.0% from SGD 1,954,000[153]. - For the fiscal year ending December 31, 2024, the total remuneration for directors and senior executives amounted to SGD 1,446,000, a decrease from SGD 1,954,000 in the previous year[160]. Revenue Sources - The investment management segment generated revenue of SGD 541,000, down from SGD 798,000 in the previous year, representing a decline of 32.3%[140]. - Fund management fees fell to SGD 4,017,000, down 27.2% from SGD 5,521,000[146]. - Acquisition and project management fees dropped significantly to SGD 371,000 from SGD 3,550,000, a decrease of 89.5%[146]. - Revenue from Singapore was SGD 4,310,000 in 2024, down from SGD 9,254,000 in 2023, indicating a decline of 53.5%[141]. Impairment and Losses - The company recognized impairment losses of approximately SGD 0.37 million related to transitional loans in 2024[11]. - The specific provision for financial asset impairment is SGD 5,085,000, reflecting uncertainties related to the recovery actions against iProsperity Group[127]. - The company recorded a fair value loss through profit or loss of SGD 945,000 for the year[139]. Taxation - The income tax expense for the fiscal year ending December 31, 2024, was SGD 115,000, significantly lower than SGD 677,000 for the previous year[165]. - The effective tax rate for the group was calculated at 10.6% for the fiscal year ending December 31, 2024, compared to 28.1% for the previous year[165]. Loans and Receivables - The company provided a transitional loan of SGD 1,550,000 to ZACD Mount Emily Residential Development Fund for a residential redevelopment project in Singapore[196]. - The company provided a transition loan to ZACD (Development4) Ltd. with a significant portion expected to be repaid following a settlement received in September 2021[195]. - The company's trade receivables that are neither overdue nor impaired amounted to SGD 1,168,000 in 2024, up from SGD 476,000 in 2023[180]. Fair Value Measurements - The fair value of financial derivatives is measured using the Black-Scholes model, with inputs including volatility and risk-free rates[128]. - The group uses observable inputs for fair value measurements whenever possible, minimizing the use of unobservable inputs[44]. - Fair value measurements are based on orderly transactions in the principal or most advantageous market[40]. Regulatory and Compliance - The company has not adopted any new standards that are issued but not yet effective, indicating a cautious approach to regulatory changes[29]. - The group assesses control over subsidiaries based on voting rights and other relevant factors, re-evaluating control if any of the three control elements change[32].

zacd ZACD GROUP LTD. 杰地集團有限公司* (於新加坡註冊成立的有限公司) 股份代號：8313 | --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------|-------------| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ● | | | | | | | | | | | | | | | O | | ● | | 中 期 報 告 | * 僮供議別 香港聯合交易所有限公司（「聯交所」）GEM特色 GEM乃為較其他於聯交所上市的公司帶有較高投資風險的中小型公司提供一個上市市 場。有意投資者應了解投資於該等公司的潛在風險，並應經過審慎周詳考慮後方作出 投資決定。 由於GEM上市公司普遍為中小型公司，於GEM買賣的證券可能會較於主板買賣的證券 承受較大的市場波動風險，同時無法保證於GEM買賣的證券會有高流通市場。 香港交易及結算所有限公司及聯交所對本報告的內容概不負責，對其準確性或完整性 亦不發表任何聲明，並明確表示不會就因本報告 ...

Financial Performance - The group reported a net loss of SGD 1.42 million for the six months ended June 30, 2024, compared to a net profit of SGD 1.44 million for the same period in 2023, representing a decrease of approximately 198.7%[5]. - Revenue decreased by approximately SGD 3.55 million, from SGD 5.31 million in the previous period to approximately SGD 1.76 million during the review period, primarily due to the lack of project management fees from a special purpose entity of developers[5]. - Basic and diluted loss per share for the six months ended June 30, 2024, was approximately 0.07 Singapore cents, compared to earnings of 0.07 Singapore cents for the same period in 2023[5]. - Total comprehensive loss attributable to owners for the period was SGD 1,780,000, down from a total comprehensive income of SGD 1,445,000 in the previous year[8]. - The company reported a pre-tax loss of (SGD 1,249,000) for the six months ended June 30, 2024, compared to a profit of SGD 1,777,000 in the same period last year[14]. - The company reported a pre-tax loss of SGD 1,419,000 for the six months ended June 30, 2024, compared to a profit of SGD 1,438,000 in the same period of 2023[38]. Assets and Liabilities - Total assets as of June 30, 2024, were SGD 29.57 million, a decrease from SGD 31.60 million as of December 31, 2023[4]. - Total liabilities amounted to SGD 8.87 million as of June 30, 2024, compared to SGD 9.11 million as of December 31, 2023[4]. - The net asset value per share was SGD 1.03 as of June 30, 2024, down from SGD 1.12 as of December 31, 2023[4]. - Non-current assets decreased to SGD 2,698,000 as of June 30, 2024, from SGD 3,210,000 as of December 31, 2023[9]. - Current assets decreased to SGD 26,875,000 as of June 30, 2024, compared to SGD 28,386,000 as of December 31, 2023[9]. - The equity total as of June 30, 2024, was SGD 20,707,000, down from SGD 22,487,000 as of December 31, 2023[9]. Cash Flow and Investments - The company reported a net cash flow from operating activities of (SGD 879,000) for the six months ended June 30, 2024, compared to (SGD 825,000) for the same period in 2023, indicating a decline in operational cash flow[14]. - The net cash flow used in investing activities was (SGD 4,393,000) for the six months ended June 30, 2024, compared to SGD 1,505,000 in the previous year, reflecting increased investment outflows[15]. - The company experienced a significant decrease in cash and cash equivalents, with a net decrease of (SGD 5,818,000) for the period, resulting in ending cash and cash equivalents of SGD 8,775,000[15]. - The company has maintained a consistent interest income from loans, with total interest receivables amounting to SGD 501,000 as of June 30, 2024, compared to SGD 153,000 previously[54]. Employee and Operational Costs - Employee costs decreased from SGD 2.83 million in the previous period to SGD 1.98 million, a reduction of SGD 0.85 million or 30.0%, attributed to a decrease in the number of employees from 34 to 22[5]. - The company’s depreciation expense remained stable at SGD 52,000 for both periods, indicating consistent asset utilization[14]. - The company’s capitalized contract costs amortization decreased slightly to SGD 67,000 from SGD 79,000 year-over-year, reflecting changes in project management[14]. - Other expenses remained stable at SGD 67,000 during the review period, showing consistent operational costs[118]. Revenue Breakdown - For the six months ended June 30, 2024, total revenue reached SGD 1,755,000, with contributions from various segments including SGD 1,532,000 from investment management and SGD 1,755,000 from fund management[26]. - Revenue for the six months ended June 30, 2024, was SGD 1,755,000, compared to SGD 5,305,000 for the same period in 2023, representing a decrease of approximately 66.9%[33]. - Investment management fees decreased to SGD 1,640,000 in 2024 from SGD 2,215,000 in 2023, a decline of about 26%[35]. - Fund management income decreased by SGD 0.66 million or 30.1% to SGD 1.53 million, mainly due to a reduction in dividend income from a real estate fund[111]. Fair Value and Impairment - The company recorded a fair value change of equity securities investment amounting to a loss of SGD 348,000 during the period[10]. - The company incurred a fair value loss of SGD 285,000 on financial derivatives and reported corporate and unallocated expenses of SGD 1,761,000[26]. - The fair value change of equity securities investments resulted in a loss of SGD 189,000 for the six months ended June 30, 2024, compared to a gain of SGD 40,000 for the same period in 2023[41]. - The impairment provision for trade receivables decreased to SGD 219,000 as of June 30, 2024, from SGD 226,000 as of December 31, 2023[46]. Dividends and Share Capital - The group did not declare or recommend any dividends for the six months ended June 30, 2024, consistent with the previous period[5]. - The company has issued 2,000,000,000 ordinary shares, with total issued and paid-up capital remaining at SGD 29,866,000 as of both June 30, 2024, and December 31, 2023[69]. Strategic Initiatives and Market Conditions - The group is focusing on expanding its fund structures based on its current business model since it has not established new special purpose entities since 2016[110]. - Discussions are underway for launching a new healthcare fund in Australia, anticipating significant growth opportunities due to demographic trends, particularly aging population[133]. - The new leadership team, including the appointment of Mr. Chen Peiqiang as COO and Mr. Jin Zhengzhen as CFO, is expected to usher in a transformative era for the company[133].