杰地集团(08313) - 2025 - 中期财报

Company Information Board of Directors and Company Secretary The Board comprises five executive and three independent non-executive directors, with Ms. Shen Juanjuan as Chairperson and Mr. Yao Junyuan as CEO, supported by audit, remuneration, and nomination committees - The Board members include Ms. Shen Juanjuan (Chairperson), Mr. Yao Junyuan (Chief Executive Officer), Mr. Chan Pui Keong (Chief Operating Officer), Mr. Chan Ming Leong (Chief Legal Officer), Mr. Han Xiangfeng (Executive Director), and Mr. Lau Kin Chung, Mr. Ma Yiu Leung, Mr. Lim Choon Fong (Independent Non-Executive Directors)[8] - Mr. Lau Kin Chung chairs the Audit Committee, Mr. Ma Yiu Leung chairs the Remuneration Committee, and Mr. Lim Choon Fong chairs the Nomination Committee[8] - The Joint Company Secretaries are Ms. Ho Wing Yan (Hong Kong Law) and Mr. Chan Kam Sui (Singapore Law)[8] Other Company Information The company's compliance officer is Mr. Chan Ming Leong, compliance adviser is Ascent Capital (Holdings) Limited, and auditor is Ernst & Young LLP, with registered and principal offices in Singapore and Hong Kong - The Compliance Officer is Mr. Chan Ming Leong, the Compliance Adviser is Ascent Capital (Holdings) Limited, and the Auditor is Ernst & Young LLP[9] - The Registered Office and Principal Place of Business in Singapore are located at 300 Beach Road 34-05 The Concourse, Singapore 199555[9] - The Principal Place of Business in Hong Kong is located at Unit 2703, 27th Floor, Shui On Centre, 6–8 Harbour Road, Wanchai, Hong Kong[9] Financial Highlights Interim Results and Five-Year Financial Summary The Group reports interim results for the six months ended June 30, 2025, alongside a five-year financial summary covering key metrics like revenue, profit/loss, EPS, and total assets Interim Results and Five-Year Financial Summary (S$ thousand) | Indicator | June 30, 2025 (Interim) | June 30, 2024 (Interim) | 2024 (Annual) | 2023 (Annual) | 2022 (Annual) | 2021 (Annual) | 2020 (Annual) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | 1,390 | 1,755 | 4,964 | 9,906 | 3,983 | 5,596 | 5,325 | | (Loss)/Profit Before Tax | (703) | (1,249) | (1,089) | 2,414 | (2,423) | 7,515 | (20,330) | | (Loss)/Profit for the Period/Year | (726) | (1,419) | (1,204) | 1,737 | (2,707) | 7,461 | (20,263) | | (Loss)/Earnings Per Share (SGD cents) | (0.04) | (0.07) | (0.06) | 0.09 | (0.14) | 0.37 | (1.01) | Financial Position (S$ thousand): | Indicator | June 30, 2025 | December 31, 2024 | December 31, 2023 | December 31, 2022 | December 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Total Assets | 32,484 | 33,078 | 31,596 | 27,454 | 28,316 | 21,600 | | Total Liabilities | 12,968 | 12,651 | 9,109 | 6,501 | 4,586 | 5,009 | | Net Current Assets | 19,824 | 21,012 | 21,736 | 20,443 | 23,429 | 17,342 | | Net Assets | 19,516 | 20,427 | 22,487 | 20,953 | 23,730 | 16,591 | | Net Assets Per Share (SGD cents) | 0.98 | 1.02 | 1.12 | 1.05 | 1.19 | 0.83 | Key Financial Performance Analysis The Group's net loss significantly improved by 48.6% during the review period, primarily driven by fair value gains on financial derivatives and reduced staff and income tax expenses, despite a decrease in revenue - For the six months ended June 30, 2025, the Group's net loss was S$0.73 million, a positive improvement of approximately S$0.69 million or 48.6% compared to the net loss of S$1.42 million in the same period of 2024[12] - The improvement in net loss was mainly attributable to a fair value gain on financial derivatives of approximately S$0.67 million, a positive swing of S$0.96 million from a loss of S$0.29 million in the prior period[12] - Revenue decreased by S$0.37 million from S$1.76 million in the prior period to S$1.39 million in the review period, primarily due to lower dividend income, management fees, and performance fees, partially offset by a one-off project tender fee[12] - Total staff costs decreased by S$0.23 million (11.6%) to S$1.75 million, mainly due to lower discretionary bonuses and operational streamlining[12] - Basic and diluted loss per share was approximately 0.04 SGD cents, compared to a loss of 0.07 SGD cents in the prior period[12] Review Report on Interim Condensed Consolidated Financial Statements Scope of Review and Conclusion Ernst & Young LLP reviewed the Group's interim condensed consolidated financial statements in accordance with International Standard on Review Engagements 2410, finding no issues suggesting non-compliance with IAS 34 - The review was conducted in accordance with International Standard on Review Engagements 2410, with a scope smaller than an audit, thus no audit opinion is expressed[14] - The review concluded that nothing has come to the attention of the reviewers that causes them to believe the interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34[15] - The review report was issued by Ernst & Young LLP on August 14, 2025[16] Interim Condensed Consolidated Financial Statements Interim Condensed Consolidated Statement of Profit or Loss For the six months ended June 30, 2025, the Group reported revenue of S$1,390 thousand, a loss for the period of S$726 thousand, and basic and diluted loss per share of 0.04 SGD cents Interim Condensed Consolidated Statement of Profit or Loss (S$ thousand) | Indicator | 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 gain/(loss) 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 (SGD cents) | (0.04) | (0.07) | Interim Condensed Consolidated Statement of Comprehensive Income For the six months ended June 30, 2025, the Group's loss for the period was S$726 thousand, with 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) | Indicator | June 30, 2025 (Unaudited) | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Loss for the period | (726) | (1,419) | | Fair value changes of equity securities 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 total assets were S$32,484 thousand and net assets were S$19,516 thousand, representing a decrease from December 31, 2024 Interim Condensed Consolidated Statement of Financial Position (S$ thousand) | Indicator | 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 For the six months ended June 30, 2025, the Group's total equity decreased from S$20,427 thousand at the beginning of the period to S$19,516 thousand at the end, primarily due to the loss for the period and other comprehensive loss Interim Condensed Consolidated Statement of Changes in Equity (S$ thousand) | Equity Item | January 1, 2025 (Audited) | Loss for the period | Other comprehensive (loss)/gain | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | Share capital | 29,866 | – | – | 29,866 | | Revaluation reserve for equity securities investments | 203 | – | (145) | 58 | | Revaluation reserve for investments in fund entities | (151) | – | (67) | (218) | | Exchange fluctuation reserve | 30 | – | 27 | 57 | | Capital reserve | 1,491 | – | – | 1,491 | | Accumulated losses | (11,012) | (726) | – | (11,738) | | Total equity | 20,427 | (726) | (185) | 19,516 | | Equity Item | January 1, 2024 (Audited) | Loss for the period | Other comprehensive loss | June 30, 2024 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | Share capital | 29,866 | – | – | 29,866 | | Revaluation reserve for equity securities investments | 570 | – | (189) | 381 | | Revaluation reserve for investments in fund entities | 353 | – | (159) | 194 | | Exchange fluctuation reserve | 15 | – | (13) | 2 | | Capital reserve | 1,491 | – | – | 1,491 | | Accumulated losses | (9,808) | (1,419) | – | (11,227) | | Total equity | 22,487 | (1,419) | (380) | 20,707 | Interim Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, the Group reported net cash outflow from operating activities of S$832 thousand, net cash outflow from investing activities of S$1,105 thousand, and net cash inflow 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) | Cash Flow Category | 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 generated from/(used in) financing activities | 893 | (546) | | Net decrease in cash and cash equivalents | (1,044) | (5,818) | | Cash and cash equivalents at beginning of period | 5,314 | 14,605 | | Cash and cash equivalents at end of period | 4,298 | 8,775 | Notes to the Interim Condensed Consolidated Financial Statements Company Information and Basis of Preparation The Company is a Singapore-registered investment holding company, with subsidiaries primarily providing investment management, acquisition and project management, property and lease management, and financial advisory services, with interim financial statements prepared in Singapore Dollars under IAS 34 - The Company is an investment holding company incorporated in Singapore, with principal activities including investment management, acquisition and project management, property and lease management, and financial advisory services[37][39] - The interim condensed consolidated financial statements are prepared in accordance with International Accounting Standard 34 and presented in Singapore Dollars[38] - The new standards, interpretations, and amendments adopted by the Group had no significant impact on the interim results[40] Operating Segment Information The Group's operating segments include investment management (special purpose entity investment management and fund management), acquisition and project management, property and lease management, and financial advisory services, with detailed disclosure of segment revenue and performance, and geographical revenue by customer location - The Group's main operating segments include investment management (special purpose entity investment management, fund management), acquisition and project management, property and lease management, and financial advisory[41][47][48][49] Segment Revenue (S$ thousand) | Segment | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Special Purpose Entity Investment Management | 174 | 108 | | Fund Management | 1,145 | 1,532 | | Acquisition and Project Management | 53 | 98 | | Property and Lease Management | 18 | 17 | | Financial Advisory | – | – | | Total | 1,390 | 1,755 | Revenue by Customer Location (S$ thousand) | Region | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Singapore | 1,099 | 1,428 | | Malaysia | 18 | 17 | | Australia | 53 | 90 | | British Virgin Islands | 220 | 220 | | Total | 1,390 | 1,755 | Revenue, Other Income and Gains The Group's revenue primarily stems from investment management services, including special purpose entity investment management fees and fund management fees, as well as acquisition and project management fees, and property and lease management fees, while other income and gains comprise interest income, government grants, and corporate business service fees Revenue Details (S$ thousand) | Revenue Category | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Special Purpose Entity Investment Management Fees | 174 | 108 | | Fund Management Fees | 1,145 | 1,532 | | Acquisition and Project Management Fees | 53 | 98 | | Property and Lease Management Fees | 18 | 17 | | Total Revenue | 1,390 | 1,755 | Other Income and Gains Details (S$ thousand) | Other Income and Gains Category | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | 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 foreign exchange differences | – | 7 | | Others | 72 | – | | Total | 202 | 472 | - Government grants primarily include wage subsidies, Job Support Scheme, and Special Employment Credit from the Singapore Government, and the JobKeeper Payment scheme from the Australian Government[63] Components of Loss Before Tax The Group's loss before tax is primarily influenced by auditor's remuneration, professional fees, impairment loss on trade receivables, interest expense, and fair value changes of financial derivatives Key Deductions from Loss Before Tax (S$ thousand) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Auditor's remuneration | 90 | 70 | | Dividend income from formation shares | (150) | (284) | | Professional fees | 185 | 12 | | Impairment loss/(reversal) on trade receivables, net | 14 | (7) | | Fair value gain/(loss) on financial derivatives | 672 | (285) | | Total interest expense | 275 | 292 | Income Tax Expense For the six months ended June 30, 2025, the Group's current income tax expense was S$23 thousand, a significant reduction from S$170 thousand in the prior year Income Tax Expense (S$ thousand) | Item | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | Current income tax | 23 | 170 | Loss Per Share For the six months ended June 30, 2025, the basic and diluted loss per share attributable to owners of the Company was 0.04 SGD cents, an improvement from 0.07 SGD cents in the prior year Loss Per Share Calculation (S$ thousand) | Indicator | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | 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 | | Basic and diluted loss per share (SGD cents) | (0.04) | (0.07) | Dividends The Company neither paid nor proposed any dividends for the six months ended June 30, 2025, consistent with the prior year - The Company did not pay or propose any dividends for the six months ended June 30, 2025 (2024: S$nil)[69] Property, Plant and Equipment and Right-of-Use Assets For the six months ended June 30, 2025, the Group made no acquisitions of property, plant and equipment but disposed of S$19 thousand in assets, while right-of-use assets saw no additions or disposals and stable amortization expenses - For the six months ended June 30, 2025, the cost of property, plant and equipment acquired was S$nil, and the net book value of assets disposed of was S$19 thousand[70] - Depreciation of property, plant and equipment was S$31 thousand (2024: S$52 thousand)[70] - Amortization of right-of-use assets was S$126 thousand (2024: S$126 thousand), with no additions or disposals[70] Equity Securities Investments and Investments in Fund Entities The Group's equity securities investments and investments in fund entities are measured at fair value, with changes recognized in other comprehensive income, primarily related to real estate development projects, including formation shares and investments in development funds Equity Securities Investments and Investments in Fund Entities (S$ thousand) | Investment Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Equity securities investments (at fair value) | 58 | 203 | | Investments in fund entities (at fair value) | 1,261 | 1,328 | - For the six months ended June 30, 2025, the fair value change for equity securities investments was a loss of S$145 thousand, and for investments in fund entities, it was a loss of S$67 thousand[72][74] - Equity securities investments represent formation shares received as consideration for the Company's services in establishing and registering investment special purpose entities[73] - Investments in fund entities include investments in development funds such as ZACD Mount Emily Residential Development Fund, ZACD (BBEC) Pte Ltd, and ZACD (Development4) Ltd[74] Trade Receivables The Group's trade receivables totaled S$4,545 thousand as of June 30, 2025, with an impairment loss provision of S$203 thousand, primarily settled on 30-day credit terms and regularly monitored Trade Receivables and Impairment Provision (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Trade receivables | 4,748 | 4,962 | | Less: Provision for impairment loss | (203) | (214) | | Net | 4,545 | 4,748 | - As of June 30, 2025, the change in provision for impairment loss on trade receivables was a net increase of S$14 thousand[76] Ageing Analysis of Trade Receivables (S$ thousand) | Ageing | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Within 1 month | 1,118 | 1,168 | | 1 to 2 months | 4 | 8 | | 2 to 3 months | 74 | 8 | | Over 3 months | 3,349 | 3,564 | | Total | 4,545 | 4,748 | - Trade receivables from related parties amounted to S$4,258 thousand as of June 30, 2025, representing the vast majority of total trade receivables[79][80] Capitalized Contract Costs As of June 30, 2025, the Group's capitalized contract costs were S$346 thousand, primarily commissions paid to agents, with S$60 thousand amortized during the period Changes in Capitalized Contract Costs (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Beginning of period/year | 406 | 337 | | Additions | – | 182 | | Amortization | (60) | (113) | | End of period/year | 346 | 406 | Prepayments, Deposits and Other Receivables As of June 30, 2025, the Group's current prepayments, deposits, and other receivables totaled S$568 thousand, with a non-current portion of S$176 thousand Prepayments, Deposits and Other Receivables (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Current: | | | | Prepayments | 213 | 332 | | Deposits | 79 | 134 | | Accrued interest | 174 | 143 | | Other receivables | 102 | 24 | | Non-current: | | | | Others | 176 | 186 | | Total | 744 | 819 | Loans and Related Receivables The Group provided bridging loans to several related parties, with net loans and related receivables totaling S$19,756 thousand as of June 30, 2025, including an impairment loss provision of S$5,085 thousand, and some loans were temporarily interest-free from January 1, 2025 Loans and Related Receivables (S$ thousand) | Borrower | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | ZACD LV Development Fund | 12,777 | 11,872 | | ZACD Mount Emily Residential Development Fund | 4,050 | 3,750 | | ZACD (Development4) Ltd | 5,085 | 5,085 | | ZACD (Development2) Ltd | 1,210 | 1,210 | | Kurnia Rezeki Utama Sdn. Bhd. | 379 | 379 | | ARO II (Tebrau) Pte. Ltd. | 375 | 375 | | ZACD Media Circle Fund | – | 300 | | ZACD Laserblue Pte. Ltd. | – | 600 | | Total Loans | 23,876 | 23,571 | | Less: Provision for impairment loss | (5,085) | (5,085) | | Net | 19,756 | 19,422 | - Loans provided to ZACD LV Development Fund, ZACD Mount Emily Residential Development Fund, and ZACD (Development2) Ltd were temporarily interest-free from January 1, 2025[88][90][92] - Loans and related receivables from ZACD Media Circle Fund and ZACD Laserblue Pte Ltd were fully repaid as of June 30, 2025[96][97] Cash and Cash Equivalents As of June 30, 2025, the Group's cash and cash equivalents totaled S$4,298 thousand, primarily held in reputable banks and denominated in Singapore Dollars, Hong Kong Dollars, and Australian Dollars Cash and Cash Equivalents (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 4,298 | 5,314 | Cash and Bank Balances Denominated in Foreign Currencies (S$ thousand) | Currency | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | HKD | 35 | 38 | | AUD | 288 | 291 | Bank Borrowings As of June 30, 2025, the Group's total bank borrowings were S$198 thousand, consisting of unsecured bridging loans bearing a fixed annual interest rate of 3.0% Bank Borrowings (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bridging loan, unsecured: Current | 198 | 590 | | Total Bank Borrowings | 198 | 590 | - The bridging loan is guaranteed under the Enterprise Financing Scheme, with a fixed interest rate of 3.0% per annum, repayable in 60 monthly installments[100][101] Lease Liabilities As of June 30, 2025, the Group's total lease liabilities amounted to S$114 thousand, comprising both current and non-current portions, primarily for office property leases Lease Liabilities (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Office property leases — Current | 108 | 262 | | Office property leases — Non-current | 6 | 10 | | Total Lease Liabilities | 114 | 272 | Financial Derivatives The Group granted a put option to investor Top Global Limited, with the fair value of financial derivatives at S$1,902 thousand as of June 30, 2025, and a fair value gain of S$672 thousand recognized during the period Fair Value of Financial Derivatives (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Financial derivatives | 1,902 | 2,574 | - The Company granted a put option to Top Global Limited, an investor in ZACD LV Development Fund[104] - A fair value gain on financial derivatives of S$672 thousand was recognized in profit or loss during the period (2024: loss of S$285 thousand)[104] Share Capital As of June 30, 2025, the Company's issued and fully paid share capital consisted of 2,000,000,000 ordinary shares, totaling S$29,866 thousand, consistent with the prior year-end Share Capital (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Issued and fully paid ordinary shares (2,000,000,000 shares) | 29,866 | 29,866 | Related Party Transactions The Group engaged in transactions with various related parties, including investment special purpose entities, private funds, development special purpose entities, and companies under common control of the controlling shareholders, primarily involving dividend income, performance fees, fund management fees, and office and transportation expenses - Related parties include various investment special purpose entities, private funds managed by the Group, development special purpose entities, and companies under common control of the controlling shareholders[107][113][116] Related Party Transaction Details (S$ thousand) | Transaction Category | June 30, 2025 | June 30, 2024 | | :--- | :--- | :--- | | 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 is derived from formation shares in investment special purpose entities or preference shares in fund vehicles, performance fees from private real estate funds, and fund management income includes fund establishment fees and fund management fees[123] Commitments The Company granted a put option to investor TGL and committed to coupon payments totaling S$1,920 thousand, of which S$1,200 thousand has been paid as of the reporting date - The Company granted a put option to TGL, an investor in ZACD LV Development Fund, and committed to coupon payments at an annual interest rate of 8%[125] - Total coupon payments over the coupon period amount to S$1,920 thousand, with S$1,200 thousand paid as of the reporting date[125] Financial Guarantees The Company provides financial guarantees for several real estate development projects, including La Ville Development, BBEC Development, Mount Emily Properties, Mandai Development, and Landmark Development, with total guaranteed amounts reaching hundreds of millions of Singapore Dollars - The Company provides a loan facility guarantee of S$129,086 thousand for La Ville Development, representing 75.0% of the total liabilities of the related development special purpose entity[127] - The Company provides a loan facility guarantee of S$29,980 thousand for BBEC Development, representing 10.0% of the total liabilities of the related development special purpose entity[128] - The Company provides a loan facility guarantee of S$19,253 thousand for Mount Emily Properties[129] - The Company provides a loan facility guarantee of S$28,985 thousand for Mandai Development, representing 60.0% of the total liabilities of the related development special purpose entity[130] - The Company provides a loan facility guarantee of S$150,744 thousand for Landmark Development, representing 39.2% of the total liabilities of the related development special purpose entity[131] Contingent Liabilities The Group is involved in legal actions concerning ZACD Australia Hospitality Fund and ZACD US Fund to recover losses from the iProsperity Group incident, with external legal counsel finding no negligence, fraud, or dishonesty by Group management, thus no provision has been made - The Group is pursuing recovery actions against iProsperity Group and its managers to recover losses from ZACD Australia Hospitality Fund and ZACD US Fund[132][133] - External legal counsel believes there is no evidence of negligence, fraud, or dishonesty by the Group or its management, hence no provision has been made for contingent liabilities[134] - As of June 30, 2025, cumulative legal fees incurred for legal actions against the defendants and iProsperity Group amounted to S$1,808 thousand[134] Financial Instruments by Category The Group's financial instruments are categorized as fair value through other comprehensive income and financial assets and liabilities measured at amortized cost, with carrying amounts provided as of June 30, 2025, and December 31, 2024 Financial Assets (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Fair value through other comprehensive income | 1,319 | 1,531 | | Financial assets measured at amortized cost | 30,414 | 30,440 | | Total | 31,733 | 31,971 | Financial Liabilities (S$ thousand) | Category | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Fair value through profit or loss | 1,902 | 2,574 | | Financial liabilities measured at amortized cost | 10,163 | 9,048 | | Total | 12,065 | 11,622 | Fair Value and Fair Value Hierarchy of Financial Instruments The Group's financial instruments are measured at fair value using discounted cash flow and Black Scholes models, primarily classified as Level 3, with valuations involving significant unobservable inputs related to projected cash flow uncertainty and project selling price volatility - Fair values of unlisted equity securities and investments in fund entities are estimated using discounted cash flow valuation models, classified as Level 3 of the fair value hierarchy[142] - Fair values of financial derivatives are estimated using the Black Scholes model valuation technique, classified as Level 3 of the fair value hierarchy[142] Level 3 Fair Value Measurements Changes (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Equity securities investments — Unlisted | 58 | 203 | | Investments in fund entities — Unlisted | 1,261 | 1,328 | | Financial derivatives | 1,902 | 2,574 | - The uncertainty of the underlying projected cash flow inputs and the volatility of project selling prices are significant unobservable inputs used in the valuations[144][145][146] 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, in accordance with a resolution of the Board[151] Management Discussion and Analysis Executive Summary ZACD Group is a Singapore-based integrated asset management company strategically focused on "Investment Management" and "Acquisition and Project Management," currently operating 23 investment portfolios and providing services to a family office with approximately US$100 million in assets under management - ZACD Group is a Singapore-based integrated asset management company providing real estate value chain solutions[154] - Core business strategy focuses on "Investment Management" (fund management) and "Acquisition and Project Management" (end-to-end real estate development cycle management)[154] - The Group operates 23 investment portfolios, covering 22 real estate projects and assets in Singapore, Malaysia, Indonesia, and Australia[154] - Currently provides corporate support and fund management services to a family office with approximately US$100 million in assets under management[154] Financial and Business Review The Group's net loss significantly improved by 48.6% during the review period, primarily due to fair value gains on financial derivatives, reduced staff costs, and lower income tax expenses, despite a decrease in revenue, with varied performance across business segments - The Group recorded a net loss of S$0.73 million during the review period, a positive improvement of approximately S$0.69 million or 48.6% compared to the net loss of S$1.42 million in the prior period[157] - The improvement in net loss was mainly attributable to a fair value gain 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 approximately S$0.23 million and a decrease in income tax expense of approximately S$0.15 million[157] - Total revenue decreased by 21.0% from S$1.76 million in the prior period to S$1.39 million in the review period[158] Revenue Analysis The Group's revenue decline was primarily due to reduced dividend income, management fees, and performance fees, partially offset by a one-off project tender fee, with varied performance across business segments, including a decrease in fund management revenue and an increase in special purpose entity investment management revenue - The decrease in revenue was mainly attributable to a reduction in dividend income of approximately S$0.13 million, management fees of approximately S$0.30 million, and performance fees of approximately S$0.59 million[158] - The decrease in revenue was partially offset by a one-off project tender fee of approximately S$0.50 million and an increase in corporate fees of approximately S$0.11 million[158] Investment Management Services Special purpose entity investment management revenue grew by 54.5% due to dividend income and performance fees, while fund management revenue decreased by 24.8% primarily from lower performance fees, partially offset by a one-off project tender fee - Special purpose entity investment management revenue increased from S$0.11 million in the prior period to S$0.17 million in the review period, a 54.5% increase[161] - Fund management revenue decreased from S$1.53 million in the prior period to S$1.15 million in the review period, a 24.8% decrease, mainly due to a reduction in performance fees of approximately S$0.78 million[161] - The decrease in fund management revenue was partially offset by a one-off project tender fee of approximately S$0.50 million from Media Circle Fund and Laserblue special purpose entity developers[161] Acquisition and Project Management Services Acquisition and project management services revenue decreased by 50.0%, primarily because related projects are still under development - Acquisition and project management services revenue decreased by 50.0% from S$0.10 million in the prior period to S$0.05 million in the review period[162] Property and Lease Management Services Property and lease management services revenue remained stable at S$20 thousand, with no new contracts signed since the strategic adjustment as the Group evaluates the strategic direction of this business segment - Property and lease management services revenue remained relatively stable at S$0.02 million[163] - No new contracts have been signed since the strategic adjustment of this business segment, as the Group is still evaluating its strategic direction[163] Financial Advisory Services The Group has ceased SFC-regulated activities and has not undertaken new advisory mandates, now focusing on the new family office management business segment - The Board of Directors resolved to cease Securities and Futures Commission regulated activities and has not entered into new advisory mandates[164] - The Group continues to focus on the new business segment of family office management, particularly for family offices in the Southeast Asia region[164] Other Income and Gains Other income and gains decreased by 57.4%, mainly due to reduced interest income from bridging loans to fund structures, partially offset by gains from the disposal of property, plant and equipment - Other income and gains decreased by S$0.27 million or 57.4% from S$0.47 million in the prior period to S$0.20 million in the review period[165] - The decrease primarily resulted from a S$0.34 million reduction in interest income, partially offset by a S$0.06 million gain from the disposal of property, plant and equipment[165] Staff Costs Total staff costs decreased by 11.6%, primarily due to lower discretionary bonuses and operational streamlining, remaining the Group's largest single cost factor at 59% of total expenses - Total staff costs decreased by S$0.23 million or 11.6% from S$1.98 million in the prior period to S$1.75 million in the review period[166] - The decrease was mainly attributable to lower discretionary bonuses and operational streamlining[166] - As of the end of the review period, the Group had 27 employees, with staff costs accounting for 59% of total expenses (prior period: 62%)[166] Impairment Loss or Reversal of Impairment Loss on Financial Assets The Group recognized an impairment loss of S$10 thousand on trade receivables during the review period, and management will continue to assess the adequacy of expected credit loss provisions - During the review period, the Group recognized an impairment loss of S$0.01 million on its trade receivables (prior period: reversal of impairment loss of S$0.01 million)[167] Other Expenses, Net Other expenses remained relatively stable at S$710 thousand in both the prior and review periods - Other expenses remained relatively stable at S$0.71 million in both the prior and review periods[168] Interest Expense Interest expense remained unchanged at S$280 thousand in both the prior and review periods, primarily representing coupon payments due to investor Top Global Limited - Interest expense remained unchanged at S$0.28 million in both the prior and review periods[169] - Interest expense refers to coupon payments due to investor Top Global Limited during the review period[169] Fair Value Gain/(Loss) on Financial Derivatives The Group recognized a fair value gain of approximately S$670 thousand on financial derivatives during the review period, mainly due to a reduction in the put option exercise price - A fair value gain on financial derivatives of approximately S$0.67 million was recognized during the review period (prior period: loss of approximately S$0.29 million)[170] - The gain primarily arose from a reduction in the put option exercise price[170] Income Tax Expense During the review period, Singapore income tax of S$20 thousand was provided at a rate of 17% - During the review period, Singapore income tax of S$0.02 million was provided at a rate of 17% on estimated assessable profits arising in Singapore[171] Net Assets As of June 30, 2025, the Group's total assets were S$32.48 million and net assets were S$19.52 million, with a S$0.91 million decrease in net assets primarily due to fair value losses on investments Net Assets Overview (S$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Total Assets | 32,484 | 33,078 | | Net Assets | 19,516 | 20,427 | | Net Asset Decrease | (911) | - | | Net Assets Per Share (SGD cents) | 0.98 | 1.02 | - The decrease in net assets of S$0.91 million was mainly due to the impact of fair value losses on the Group's investments during the review period[172] Liquidity and Capital Resources The Group maintains a prudent financial management approach to ensure a robust liquidity position, funded by bank balances, internal operating cash flows, and bank financing, with liquidity management including regular review of trade receivables recoverability - The Group adopts a prudent financial management approach to ensure a robust liquidity position and centrally manages financing risks, funding, and treasury activities[174] - Working capital management includes regular credit assessments of trade receivables, monitoring timely collection, and establishing recovery procedures for doubtful debts[174] Cash and Cash Equivalents As of June 30, 2025, cash and cash equivalents totaled S$4.30 million, a decrease of S$1.01 million from the year-end, primarily due to investments in funds, partially offset by repayment of bridging advances and debt recovery Cash and Cash Equivalents (S$ thousand) | Item | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | 4,298 | 5,314 | - Cash and cash equivalents decreased by S$1.01 million, mainly due to investments in ZACD La Ville Development Fund, ZACD Mount Emily Residential Development Fund, and ZACD Media Circle Fund totaling approximately S$1.91 million[175] - The decrease was partially offset by the repayment of bridging advances of approximately S$1.00 million from ZACD Media Circle Fund and debt recovery from the Group's customers[175] Bank Borrowings and Gearing Ratio As of June 30, 2025, the Group's net cash position was S$3.99 million, with bank borrowings (including lease liabilities) of S$0.31 million, resulting in a gearing ratio of 1.6% Bank Borrowings and Gearing Ratio (S$ thousand) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Bank borrowings and lease liabilities | 312 | 862 | | Less: Cash and cash equivalents | (4,298) | (5,314) | | Net cash | 3,986 | 4,452 | | Gearing ratio | 1.6% | 4.2% | Other Matters As of June 30, 2025, the Group had no pledged assets, with details on financial guarantees, contingent liabilities, and commitments provided in the notes to the financial statements; no dividends were paid or proposed, no share options were issued, and no significant events occurred after the reporting period - As of June 30, 2025, the Group had no pledged assets[178] - The Company did not pay or propose any dividends for the six months ended June 30, 2025[182] - As of June 30, 2025, no share options were granted under the share option scheme[183] - No significant events occurred after June 30, 2025, up to the date of this report that would materially affect the Group's operations and financial results[184] Business Outlook The Group made substantial progress on projects and strategic initiatives in Q2 2025, with rising private residential property prices and rents in Singapore, successful development project advancements, and the sale of The Sebel West Perth hotel, with future plans to launch a new industrial fund to capitalize on industrial property market growth - Singapore's private residential property price index increased by 1.0% in Q2 2025, and the overall private residential rental index rose by 0.8%[186] - Arina East Residences (Tanjong Rhu freehold condominium) had a soft launch on May 31, 2025, with an official launch planned for August[187] - Bloomsbury Residences and Bloomsbury Shoppes (Media Circle condominium development) officially launched in April 2025, achieving a 46.9% sales rate as of June 30[187] - The Landmark is expected to obtain its Temporary Occupation Permit in the second half of 2025[187] - The successful sale of The Sebel West Perth hotel, held under ZACD Income Trust, generated a significant gain above its original cost[190] - In-depth discussions are underway to launch a new industrial fund in Singapore, aiming to acquire industrial land, develop high-specification properties, and sell them for capital gains[189] Corporate Governance and Other Information Corporate Governance Practices The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules and complied with all applicable code provisions for the six months ended June 30, 2025 - The Company has adopted the principles and code provisions of the Corporate Governance Code set out in Appendix C1 to the GEM Listing Rules[192] - The Company has complied with all applicable code provisions for the six months ended June 30, 2025[192] Directors' and Chief Executive's Interests and Short Positions in Shares and Underlying Shares and Debentures As of June 30, 2025, Mr. Yao and Ms. Shen held 64.93% of the Company's shares through their controlled corporation, ZACD Investments Pte Ltd, with Mr. Chan Pui Keong and Mr. Chan Ming Leong holding minor stakes Directors' Long Positions in Ordinary Shares of the Company | Director's Name | Nature and Capacity of Interest | Number of Shares Held | Percentage of Total Issued Shares | | :--- | :--- | :--- | :--- | | Mr. Yao | Interest in controlled corporation | 1,298,600,000 ordinary shares | 64.93% | | Ms. Shen | Interest in controlled corporation | 1,298,600,000 ordinary shares | 64.93% | | Mr. Chan Pui Keong | Beneficial owner | 5,500,000 ordinary shares | 0.275% | | Mr. Chan Ming Leong | Beneficial owner | 30,000 ordinary shares | 0.0015% | - Mr. Yao and Ms. Shen are spouses and hold 46.28% and 51.83% respectively of the total issued share capital of ZACD Investments Pte Ltd, and are therefore deemed to be interested in all shares held by ZACD Investments[195] Substantial Shareholders' and Other Persons' Interests and Short Positions in Shares and Underlying Shares As of June 30, 2024, Mr. Yao, Ms. Shen, and ZACD Investments were the Company's substantial shareholders, holding 64.93% of the shares, while Mr. Rachman Sastra and his controlled corporation, Harmonious Tidings Limited, held 8.77% Substantial Shareholders' Interests and Short Positions in Shares of the Company | Name | Capacity/Nature of Interest | Number of Ordinary Shares Held | Percentage of Total Issued Share Capital of the Company | | :--- | :--- | :--- | :--- | | Mr. Yao | Interest in controlled corporation | 1,298,600,000 | 64.93% | | Ms. Shen | Interest in controlled corporation | 1,298,600,000 | 64.93% | | ZACD Investments | Beneficial owner | 1,298,600,000 | 64.93% | | Mr. Rachman Sastra | Beneficial owner and interest in controlled corporation | 175,350,000 | 8.77% | | Harmonious Tidings Limited | Beneficial owner | 125,600,000 | 6.28% | - Mr. Yao and Ms. Shen are deemed to be interested in all shares held by ZACD Investments Pte Ltd[206] - Mr. Rachman Sastra is the ultimate shareholder of Harmonious Tidings Limited and is therefore deemed to be interested in the shares held by it[206] 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 during the six months ended June 30, 2025[204] Interests of Compliance Adviser Ascent Capital (Holdings) Limited, the Group's compliance adviser, and its directors, employees, or close associates, hold no notifiable interests in the securities of the Company or any Group member - Ascent Capital (Holdings) Limited, the Group's compliance adviser, or any of 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 notified to the Company under Rule 6A.32 of the GEM Listing Rules[205] Audit Committee The Audit Committee, composed of three independent non-executive directors with Mr. Lau Kin Chung as chairman, is responsible for advising on external auditors, reviewing financial statements, monitoring internal controls and risk management, and has reviewed the Group's interim results for the six months ended June 30, 2025 - The Audit Committee comprises all three independent non-executive directors, with Mr. Lau Kin Chung as chairman[208] - Its primary responsibilities include recommending the appointment and removal of external auditors, reviewing and overseeing financial statements, monitoring internal controls, risk management procedures, and corporate governance[208] - The Audit Committee has reviewed the Group's interim results for the six months ended June 30, 2025, with senior management[208]