Financial Performance Overview Consolidated Statement of Profit or Loss The company's revenue decreased by 35% to HK$1,451 million, leading to a HK$18 million loss for the year, a significant reversal from the prior year's profit Key Consolidated Statement of Profit or Loss Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 1,451 | 2,230 | -35% | | Cost of sales | (1,286) | (1,825) | -29.5% | | Gross profit | 165 | 405 | -59.3% | | Profit before tax | 10 | 214 | -95.3% | | (Loss)/Profit for the year | (18) | 139 | -112.9% | | (Loss)/Profit for the year attributable to owners of the Company | 1 | 132 | -99.2% | | Basic and diluted (loss)/earnings per share (HK cents) | 0.02 | 2.40 | -99.2% | Consolidated Statement of Profit or Loss and Other Comprehensive Income For the year ended March 31, 2025, the company reported a total comprehensive expense of HK$19 million, primarily due to the annual loss and exchange differences Key Consolidated Statement of Profit or Loss and Other Comprehensive Income Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | (Loss)/Profit for the year | (18) | 139 | -112.9% | | Exchange differences on translation of financial statements of overseas/PRC subsidiaries | 3 | (10) | -130% | | Exchange differences reclassified to profit or loss | (4) | (1) | 300% | | Other comprehensive expense for the year | (1) | (11) | -90.9% | | Total comprehensive (expense)/income for the year | (19) | 128 | -114.8% | | Total comprehensive (expense)/income for the year attributable to owners of the Company | –* | 121 | -100% | * This amount is less than HK$1,000,000. Consolidated Statement of Financial Position Total assets decreased to HK$3,092 million and net current assets to HK$349 million as of March 31, 2025, reflecting reduced scale and profitability Key Consolidated Statement of Financial Position Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 8 | 6 | 33.3% | | Current assets | 3,084 | 4,249 | -27.4% | | Current liabilities | 2,735 | 3,326 | -17.8% | | Net current assets | 349 | 923 | -62.2% | | Non-current liabilities | 3 | 556 | -99.5% | | Net assets | 354 | 373 | -5.1% | | Total equity | 354 | 373 | -5.1% | Notes to the Consolidated Financial Statements 1. General Information Agile Holdings Limited is incorporated in the Cayman Islands, continued in Bermuda, and listed on the Main Board of the Hong Kong Stock Exchange, with Mr. Tam Ping Cheong as the ultimate controlling shareholder - The company's principal businesses include China property development, distribution of household and audio-visual products in the US, and trading of home appliances in China6 - The ultimate controlling shareholder of the company is Mr. Tam Ping Cheong, who indirectly controls the company through Wealth Warrior Global Limited6 2. Application of New and Revised Hong Kong Financial Reporting Standards The company adopted all new and revised HKFRSs effective this year, resulting in no significant changes to accounting policies or financial statement presentation - The adoption of new and revised Hong Kong Financial Reporting Standards did not result in significant changes to the Group's accounting policies or the presentation of financial statements8 3. Segment Reporting The company operates three reportable segments: China Property Development, Emerson (US distribution), and China Home Appliances, all experiencing significant changes in revenue and performance - The Group's operating segments include China Property Development, Emerson (US distribution of household and audio-visual products), and China Home Appliances Trading10 Segment Revenue and Performance Overview | Segment | 2025 Revenue (Million HKD) | 2024 Revenue (Million HKD) | Revenue Change (%) | 2025 Performance (Million HKD) | 2024 Performance (Million HKD) | Performance Change (%) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | China Property Development | 1,341 | 2,087 | -35.8% | 85 | 278 | -69.4% | | Emerson | 84 | 71 | 18.3% | (36) | (26) | -38.5% | | China Home Appliances | 26 | 72 | -63.9% | 1 | 6 | -83.3% | | Consolidated Total | 1,451 | 2,230 | -35.0% | 10 (Profit before tax) | 214 (Profit before tax) | -95.3% | Operating Segments The company's business is divided into three operating segments: China Property Development, Emerson (US distribution), and China Home Appliances Trading, all showing significant changes in revenue and performance - China Property Development segment revenue decreased from HK$2,087 million to HK$1,341 million, and segment profit decreased from HK$278 million to HK$85 million1112 - Emerson segment revenue increased from HK$71 million to HK$84 million, but segment loss expanded from HK$26 million to HK$36 million1112 - China Home Appliances segment revenue decreased from HK$72 million to HK$26 million, and segment profit decreased from HK$6 million to HK$1 million1112 Geographical Information The Group's revenue primarily originates from China, with non-current assets mainly located in the United States Geographical Revenue and Non-current Assets | Region | 2025 Revenue (Million HKD) | 2024 Revenue (Million HKD) | 2025 Non-current Assets (Million HKD) | 2024 Non-current Assets (Million HKD) | | :--- | :--- | :--- | :--- | :--- | | China | 1,367 | 2,159 | 1 | 1 | | United States | 84 | 71 | 5 | 4 | | Total | 1,451 | 2,230 | 6 | 5 | 4. Revenue Total revenue for the year was HK$1,451 million, primarily contributed by property sales of HK$1,341 million, goods sales of HK$107 million, and royalty income of HK$3 million Revenue by Major Business Activities | Major Business Activity | 2025 (Million HKD) | 2024 (Million HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Sales of properties | 1,341 | 2,087 | -35.7% | | Sales of goods | 107 | 140 | -23.6% | | Royalty income | 3 | 3 | 0% | | Total | 1,451 | 2,230 | -35.0% | - Revenue from all major business activities is recognized at a "point in time" basis16 5. Other Income, Gains or Losses Total other income, gains or losses for the year amounted to a HK$22 million loss, consistent with the prior year, primarily including impairment reversal on properties under development and impairment loss on completed properties Details of Other Income, Gains or Losses | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Impairment reversal/(loss) recognised on properties under development | 8 | (59) | | Impairment loss recognised on completed properties held for sale | (56) | (36) | | Gain on disposal of a subsidiary | 15 | 28 | | Gain on litigation settlement | – | 24 | | Total | (22) | (22) | 6. Finance Costs Total finance costs for the year were HK$16 million, a 60.9% year-on-year decrease, mainly due to a significant reduction in interest on loans from related parties Details of Finance Costs | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Interest on loans from related parties | 7 | 34 | | Interest on bank loans | 9 | 7 | | Total finance costs | 16 | 41 | | Less: Interest expenses capitalised in properties under development | (15) | (40) | | Net finance costs | 1 | 1 | 7. Profit Before Tax Profit before tax for the year included staff costs of HK$42 million (net of capitalised amounts), depreciation of machinery and equipment of HK$2 million, and advertising and promotion expenses of HK$7 million Items Charged/Credited to Profit Before Tax | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Staff costs (net) | 42 | 38 | | Depreciation of machinery and equipment | 2 | 19 | | Advertising and promotion expenses | 7 | 22 | | Cost of properties sold | 1,192 | 1,705 | 8. Income Tax Expense Income tax expense for the year was HK$28 million, a significant 62.7% year-on-year decrease, primarily due to reduced PRC corporate income tax and land appreciation tax Details of Income Tax Expense | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | PRC corporate income tax | 26 | 52 | | PRC land appreciation tax | 2 | 23 | | Total income tax expense | 28 | 75 | - The corporate income tax rate for PRC subsidiaries is 25%21 - As of March 31, 2025, the provision for US one-time transition tax was approximately HK$0.1 million (non-current) and HK$5 million (current)22 9. Dividends The Board of Directors does not recommend the payment of any dividends for the current year or the corresponding prior year - The Directors do not recommend the payment of any dividends for the current year or the corresponding prior year23 10. Earnings Per Share Basic earnings per share for the year was HK$0.02 cents, a substantial decrease from HK$2.40 cents in the prior year, with diluted earnings per share being the same due to no potential ordinary shares Earnings Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Profit for the year for the purpose of calculating basic earnings per share (Million HKD) | 1 | 132 | | Weighted average number of ordinary shares (Million shares) | 5,492.2 | 5,492.2 | | Basic and diluted (loss)/earnings per share (HK cents) | 0.02 | 2.40 | 11. Trade and Other Receivables The Group grants an average credit period of 30 to 90 days to trade customers, with net trade receivables at HK$33 million as of March 31, 2025, and expected credit loss provision increasing to HK$11 million Trade and Other Receivables and Provisions | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Gross trade receivables | 44 | 42 | | Less: Provision for expected credit losses | (11) | (5) | | Net carrying amount | 33 | 37 | - The average credit period granted to trade customers is 30 to 90 days26 12. Trade and Other Payables As of March 31, 2025, total trade and other payables amounted to HK$714 million, an 18% year-on-year decrease, with payables for construction costs constituting the majority Ageing Analysis of Trade and Other Payables | Item | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | For purchase of inventories (0-12 months) | 17 | 39 | | For construction costs | 697 | 832 | | Total | 714 | 871 | Business Review and Outlook Business Review The Group's revenue decreased by approximately 35% to HK$1,451 million, primarily due to reduced sales from China property development, leading to a significant drop in profit attributable to owners - Revenue for the year was HK$1,451 million, a year-on-year decrease of approximately 35%, mainly due to reduced sales revenue from the property development business29 - The audited profit attributable to owners of the Company was HK$1 million, compared to HK$132 million in the corresponding prior year29 - Key changes in the consolidated statement of profit or loss include decreased gross profit due to reduced property development revenue, stricter expense control, and impairment losses on completed properties29 China Property Development Business China property development business revenue decreased by approximately 36% to HK$1,341 million due to reduced delivery area, resulting in a segment profit of HK$85 million - Property sales decreased by approximately 36% from HK$2,087 million to HK$1,341 million, with delivered area reduced to approximately 166,400 square meters31 - The China Property Development business generated a segment profit of HK$85 million for the year31 Property Sales Property sales for the year amounted to HK$1,341 million, with a delivered area of approximately 166,400 square meters, a significant decrease from the prior year, primarily concentrated in Shantou, Gongyi, and Yangjiang projects Property Sales and Delivered Area by Project | Project Name | 2025 Sales (Million HKD) | 2024 Sales (Million HKD) | 2025 Delivered Area (sqm) | 2024 Delivered Area (sqm) | | :--- | :--- | :--- | :--- | :--- | | Ningxiang Agile Ziyunfu | 5 | 188 | 2,200 | 40,300 | | Gongyi Agile Jinxiuyuanzhu | 328 | 487 | 50,500 | 64,500 | | Yangjiang Agile Dongyuefu | 168 | 263 | 29,700 | 45,400 | | Yongzhou Agile Jinyuefu | 51 | 401 | 10,600 | 73,900 | | Shantou Agile Jinglongwan | 789 | 748 | 73,400 | 58,100 | | Total | 1,341 | 2,087 | 166,400 | 282,200 | Contracted Sales Total equity contracted sales for the year were approximately RMB688 million, with a sold area of approximately 86,500 square meters and an average selling price of approximately RMB7,900 per square meter, all lower than the prior year Equity Contracted Sales by Project | Project Name | 2025 Sales (Million RMB) | 2024 Sales (Million RMB) | 2025 Sold Area (sqm) | 2024 Sold Area (sqm) | | :--- | :--- | :--- | :--- | :--- | | Ningxiang Agile Ziyunfu | 6 | 14 | 1,600 | 3,800 | | Gongyi Agile Jinxiuyuanzhu | 131 | 260 | 21,800 | 36,500 | | Yangjiang Agile Dongyuefu | 100 | 116 | 18,900 | 21,800 | | Shantou Agile Jinglongwan | 388 | 367 | 32,400 | 29,600 | | Yongzhou Agile Jinyuefu | 46 | 81 | 9,800 | 16,000 | | Total | 688 | 886 | 86,500 | 110,500 | Properties Under Development As of March 31, 2025, the attributable gross floor area of properties under development was approximately 318,800 square meters, nearly halved from the prior year, mainly due to the completion of the Nanning project sale Attributable Gross Floor Area of Properties Under Development | Location | 2025 GFA (sqm) | 2024 GFA (sqm) | | :--- | :--- | :--- | | Ningxiang, Hunan | 20,100 | 24,500 | | Gongyi, Henan | 48,200 | 89,400 | | Yangjiang, Guangdong | 56,700 | 95,900 | | Nanning, Guangxi* | – | 115,000 | | Shantou, Guangdong | 147,900 | 244,100 | | Yongzhou, Hunan | 45,900 | 48,800 | | Total | 318,800 | 617,700 | Properties Held for Sale Approximately 193,600 square meters of properties were certified as completed during the year, bringing the total available for sale to approximately 268,000 square meters, with 101,600 square meters remaining at year-end - Approximately 193,600 square meters of properties were completed during the year, with approximately 101,600 square meters of properties held for sale remaining at year-end34 Land Bank As of March 31, 2025, the Group's attributable gross floor area of land bank was approximately 69,300 square meters, primarily located in Yongzhou, Hunan Attributable Gross Floor Area of Land Bank | Location | 2025 GFA (sqm) | 2024 GFA (sqm) | | :--- | :--- | :--- | | Gongyi, Henan | – | 3,100 | | Yongzhou, Hunan | 69,300 | 69,300 | | Total | 69,300 | 72,400 | Emerson Operations Emerson's revenue increased by approximately 18% to HK$84 million, driven by higher demand for audio-visual and household products, but segment loss widened to HK$36 million due to increased costs - Emerson business revenue increased by 18% to HK$84 million, primarily due to increased consumer demand for audio-visual and household products36 - Emerson segment loss expanded from HK$26 million to HK$36 million, as the increase in costs and expenses was commensurate with revenue growth36 China Home Appliances Business Affected by the adjustment in China's real estate market, demand for home appliances, wires, and cables decreased, leading to a 64% year-on-year revenue decline to HK$26 million and a segment profit reduction to HK$1 million - China Home Appliances business revenue decreased by 64% to HK$26 million, primarily impacted by the sluggish real estate market in China37 - The segment profit for this business decreased from HK$6 million to HK$1 million37 Profit Attributable to Owners Profit attributable to owners of the Company significantly decreased to approximately HK$1 million for the year, with core profit (excluding non-recurring items) also substantially lower than the prior year Profit Attributable to Owners for the Year | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Profit attributable to owners for the year | 1 | 132 | | Core profit attributable to owners (excluding non-recurring items) | 24 | 166 | Business Outlook The company expects China's real estate market to recover, focusing on existing projects, accelerating sales, ensuring cash flow, and mitigating international trade barriers - The central government's work report emphasizes "sustained efforts to promote the stabilization and recovery of the real estate market," anticipating market recovery opportunities40 - The Group will focus on its property development business, adhere to market orientation, concentrate on existing project development and delivery, strengthen lean management, accelerate sales collection, and ensure the safety of operating cash flow40 - The Group will cautiously monitor the land market for suitable investment opportunities and explore other opportunities extending from the real estate industry40 - The China Home Appliances business will actively increase orders and optimize cost reduction and efficiency improvement; the Emerson business will mitigate international trade barrier impacts through flexible pricing, supply chain adjustments, and supplier diversification40 Financial Position and Management Liquidity and Financial Resources As of March 31, 2025, the Group's current ratio decreased to approximately 1.13, primarily due to an increase in amounts due to related parties within one year, while net cash position increased to HK$631 million Key Liquidity and Financial Resources Data | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Current ratio | 1.13 | 1.28 | | Cash and bank balances | 1,052 | 1,250 | | Restricted bank deposits | 820 | 955 | | Unutilised bank facilities | 426 | 427 | | Outstanding interest-bearing bank loans | 198 | 218 | | Net cash position | 631 | 483 | - The decrease in current ratio is primarily due to an increase in amounts due to related parties repayable within one year41 - The effective interest rate for bank borrowings is approximately 4.2%, denominated in RMB, with rates fluctuating based on the People's Bank of China benchmark rates42 Contingent Liabilities Contingent liabilities include HK$1,728 million in mortgage loan guarantees for property buyers and several legal cases, for which no provision is deemed necessary - The Group provides guarantees to banks for property buyers amounting to approximately HK$1,728 million, a decrease from HK$1,914 million in the prior year44 - The Directors believe that the fair value of financial guarantee contracts is not significant, and the likelihood of default is remote, thus no provision is required44 Guarantees The Group provides mortgage loan guarantees to banks for property buyers, totaling approximately HK$1,728 million, which will be released upon the banks receiving property ownership certificates - The Group provides guarantees to banks of approximately HK$1,728 million, up to 80% of the mortgage loans44 - The guarantees will be released upon the banks receiving the property ownership certificates of the relevant properties from the customers as collateral44 Legal Cases The company is involved in several outstanding legal cases, including indemnification liabilities related to former provisional liquidators and litigation, and a judgment for trademark infringement against Emerson, for which directors believe no provision is required - The company is required to indemnify former provisional liquidators for fees and expenses, and indemnify Mr. Fok Hei Yu and FTI Consulting (Hong Kong) Limited for defense costs in HCA 92/2014 litigation4546 - Emerson was awarded approximately HK$81 million in damages in a trademark infringement lawsuit, but the defendant has filed for bankruptcy, and the outcome of the appeal for the return of the deposit is uncertain48 - The Directors believe that no provision is required for any of the above matters47 Capital Commitments As of March 31, 2025, the Group's contracted but unprovided capital commitments for properties under development amounted to HK$560 million, a significant decrease from the prior year Capital Commitments | Metric | 2025 (Million HKD) | 2024 (Million HKD) | | :--- | :--- | :--- | | Contracted but unprovided capital commitments for properties under development | 560 | 1,408 | Pledge of Group Assets As of March 31, 2025, the Group had pledged properties under development with a total carrying amount of HK$7 million to secure bank borrowings - Properties under development with a total carrying amount of HK$7 million were pledged to secure bank borrowings51 Treasury Policy The Group's revenue is primarily denominated in USD and RMB, with RMB transactions exposing the Group to foreign currency risk, which is managed through natural hedging and close monitoring - The Group faces foreign currency risk in transactions denominated in RMB, primarily offset through natural hedging52 - The Group does not engage in speculative trading of derivative financial instruments but may consider currency swaps for hedging purposes52 Significant Acquisitions and Disposals of Subsidiaries and Associates During the year, the company completed the disposal of its indirect wholly-owned subsidiary, Guangzhou Ruihua Property Development Co., Ltd., for RMB12 million, with no other significant acquisitions or disposals - The disposal of the entire equity interest in Guangzhou Ruihua Property Development Co., Ltd. for RMB12 million was completed in May 202453 - This disposal constituted a connected transaction but was exempt from the independent shareholders' approval requirement53 Subsequent Events After the Reporting Period As of the date of this announcement, no significant events have occurred subsequent to the reporting period, other than those already disclosed - As of the date of this announcement, no significant events have occurred subsequent to the reporting period, other than those already disclosed55 Material Investments The Group did not make any material new investments during the current year - The Group did not make any material new investments during the current year56 Future Plans for Material Investments and Capital Assets The Group has not formulated any definite plans for material investments or capital assets for the next twelve months - The Group has not formulated any definite plans for material investments or capital assets for the next twelve months57 Corporate Governance and Other Information Employees and Remuneration Policy As of March 31, 2025, the Group had 73 employees, a decrease from the prior year, with staff costs (including directors' emoluments) of approximately HK$44 million Employee Count and Remuneration | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Number of employees | 73 | 101 | | Staff costs (including directors' emoluments) (Million HKD) | 44 | 42 | - Remuneration policy is based on industry practice, employee performance, and experience, with discretionary bonuses potentially awarded58 Annual General Meeting The Annual General Meeting of the Company will be held on August 29, 2025 - The Annual General Meeting of the Company will be held on August 29, 202559 Closure of Register of Members Share transfer registration will be suspended from August 25 to 29, 2025, to determine shareholder eligibility for the 2025 Annual General Meeting - The register of members will be closed from August 25 to August 29, 2025, to determine shareholders' eligibility to attend and vote at the Annual General Meeting60 Purchase, Sale or Redemption of Shares During the year, neither the company nor its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and no treasury shares were held - During the year, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities61 - As of March 31, 2025, the company did not hold any treasury shares61 Corporate Governance Code The company complied with the Corporate Governance Code, except for the combined roles of Chairman and CEO, which the Board believes provides strong leadership - The company has complied with all principles and code provisions of the Corporate Governance Code, except for code provision C.2.1 (Chairman and Chief Executive Officer roles held by the same person)6263 - The Board believes that the combined roles of Chairman and Chief Executive Officer provide strong and consistent leadership, with independent non-executive directors carefully scrutinizing key decisions63 Standard of Dealings in Securities by Directors All Directors have confirmed their compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers throughout the current year - All Directors have confirmed their compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers throughout the current year64 Review of Accounts The company's Audit Committee has reviewed the Group's consolidated financial statements for the current year, including accounting principles and practices - The company's Audit Committee has reviewed the Group's consolidated financial statements for the current year65 Scope of Work of ZHONGHUI ANDA CPA Limited The auditor reconciled financial figures in this announcement with audited statements but did not issue an audit opinion, as this work does not constitute an audit - The auditor has reconciled the financial figures contained in this announcement with the audited consolidated financial statements but has not issued any audit opinion66 Publication of Financial Information This results announcement has been published on the HKEX website and the company's website, with the annual report to be dispatched to shareholders upon request and available online - This results announcement has been published on the HKEX website and the company's website67 - The annual report for the current year will be dispatched to shareholders in due course (upon request only) and will be available on the website67
敏捷控股(00186) - 2025 - 年度业绩