杰地集团(08313) - 2025 - 中期业绩

Financial Highlights Interim Results and Five-Year Financial Summary 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] - 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] - 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] - The Company neither paid nor proposed any dividends for the six months ended June 30, 2025, consistent with the prior period[9] Review Report on Interim Condensed Consolidated Financial Statements To the Members of ZACD Group Ltd. 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][12] Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Profit or Loss 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 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 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 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 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 1. Company Information 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][38] 2. Basis of Preparation and Changes in the Group's Accounting Policies 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] - New standards, interpretations, and amendments adopted in the current period have no significant impact on the Group's interim results[40] 3. Operating Segment Information 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][41][45][48][50][51] 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 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 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 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 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 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] 9. Property, Plant and Equipment 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] - Depreciation of property, plant and equipment amounted to S$31 thousand (prior period: S$52 thousand)[72] - Amortization of right-of-use assets was S$126 thousand (prior period: S$126 thousand), with no additions or disposals[72] 10. Equity Investments and Investments in Fund Entities The Group's equity investments and investments in fund entities are both accounted for at fair value through other comprehensive income, with fair value changes for both investment types recognized as losses in the current period Equity Investments (S$ 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$189 thousand)[74] Investments in Fund Entities (S$ 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] 11. Trade Receivables 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] 12. Capitalized Contract Costs 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 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 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] - 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] - Loans and related receivables to ZACD Media Circle Fund were fully repaid as of June 30, 2025[99] 15. Cash and Cash Equivalents 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 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] 17. Lease Liabilities 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 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] 19. Share Capital 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 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][111][112][113][114][115] 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] - 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] - Fund management fees significantly increased in the current period, mainly from ZACD Media Circle Fund and ZACD Laserblue Pte Ltd[117] 21. Commitments 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] 22. Financial Guarantees 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] - 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] - 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] - 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] - 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] 23. Contingent Liabilities 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][130] - 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] - As of June 30, 2025, legal actions have incurred cumulative legal fees of S$1,808 thousand[131] 24. Financial Instruments by Category The Group's financial instruments are categorized as financial assets and liabilities measured at fair value through other comprehensive income, at amortized cost, and financial liabilities measured at fair value through profit or loss Financial Assets as of June 30, 2025 (S$ 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 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] - Fair values of financial derivatives are estimated using the Black Scholes model valuation technique, classified as Level 3 in the fair value hierarchy[139] 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] 26. Authorization for Issue of Interim Condensed Consolidated Financial Statements 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] Management Discussion and Analysis 1. Executive Summary 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] - The Group operates 23 investment portfolios, covering 22 real estate projects and assets in Singapore, Malaysia, Indonesia, and Australia[152] - The Group currently provides corporate support and fund management services to family offices with approximately US$100 million in assets under management[152] 2. Financial and Business Review 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] - 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] 2.1 Revenue 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] - 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] - 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] - Revenue from special purpose entity investment management increased by 54.5% to S$0.17 million, benefiting from dividend income and performance fees[159] - 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] - Revenue from acquisition and project management services declined by 50.0% to S$0.05 million, as related projects are still under development[161] - 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] - Financial advisory services have ceased SFC-regulated activities and entered no new advisory mandates, with potential consideration for recommencement in the future[163] 2.2 Other Income and Gains 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] - 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] 2.3 Staff Costs 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] - The decrease was primarily attributed to lower discretionary bonuses and operational streamlining aimed at improving productivity[165] - The total number of employees at the end of the current period was 27 (prior period: 22)[165] - Staff costs accounted for 59% of the Group's total expenses (prior period: 62%)[165] 2.4 Impairment Losses or Reversal of Impairment Losses on Financial Assets 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] 2.5 Other Expenses, Net 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] 2.6 Interest Expense 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] 2.7 Fair Value Gains/(Losses) on Financial Derivatives 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] 2.8 Income Tax Expense 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] 3. Net Assets 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] - Net assets decreased by S$0.91 million, primarily due to the impact of fair value losses on investments during the period[173] - Net asset value per share was 0.98 Singapore cents (2024: 1.02 Singapore cents)[173] 4. Liquidity and Capital Resources 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] - Working capital management includes regular credit assessments, monitoring timely collections, and establishing procedures for doubtful debt recovery[174] 4.1 Cash and Cash Equivalents 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] - 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] 4.2 Bank Borrowings and Gearing Ratio 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] 5. Other Matters 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] - The Company neither paid nor proposed any dividends for the six months ended June 30, 2025[183] - As of June 30, 2025, no share options were issued under the share option scheme[184] - No events with significant impact on the Group's operations and financial performance occurred after the reporting period[185] 6. Business Outlook 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][190] - Singapore's private residential property price index rose by 1.0% in Q2 2025, and the rental index increased by 0.8%[187] - Arina East Residences was soft-launched on May 31, 2025, with an official launch planned for August[188] - 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] - The Landmark is expected to obtain its Temporary Occupation Permit in the second half of 2025[188] - The successful sale of The Sebel West Perth, under ZACD Income Trust, generated significant gains[191] - 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] Corporate Governance and Other Information Corporate Governance Practices 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] Purchase, Sale or Redemption of the Company's Listed Securities 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] Interests of Compliance Adviser 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] Audit Committee 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] - 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] - The Audit Committee has reviewed the Group's interim results for the six months ended June 30, 2025[195] Publication of Interim Report on HKEX and Company Website 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)