鹏高控股集团(01865) - 2025 - 年度财报

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