佰达国际控股(01949) - 2025 - 中期业绩

Interim Results Summary The Group's revenue significantly decreased by 54.3% year-on-year in the first half of 2025, primarily due to customer project delays, leading to a net loss compared to a profit in the prior period - In the first half of 2025, the Group's revenue significantly decreased by 54.3% year-on-year, primarily due to customers postponing certain major projects to the second half of 2025[2] - The Group recorded a net loss in the first half of 2025, transitioning from a profit after tax in the first half of 2024, for the same reasons as the revenue decrease[2] Key Financial Summary for H1 2025 (THB thousands) | Metric | H1 2025 | H1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 30,400 | 66,400 | -54.3% | | Profit/(Loss) After Tax | (45,700) | 1,200 | N/A (Turned to Loss) | Condensed Consolidated Financial Statements Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income In the first half of 2025, the Group's revenue significantly decreased by 54.3% to THB 30.4 million, leading to a substantial decline in gross profit and margin, and ultimately a net loss of THB 45.7 million Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income (THB thousands) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Revenue | 30,399 | 66,454 | | Cost of sales and services | (25,636) | (49,931) | | Gross profit | 4,763 | 16,523 | | Other income and net gains | 21,656 | 35,921 | | Selling and distribution expenses | (1,593) | (2,778) | | Administrative expenses | (50,388) | (23,987) | | Loss on disposal of a subsidiary | (1,147) | – | | Finance costs | (19,023) | (23,017) | | Loss (profit) before tax | (45,732) | 1,201 | | Loss (profit) for the period attributable to owners of the Company | (45,732) | 1,201 | | Total comprehensive (expense) income | (43,651) | 1,201 | | Basic and diluted loss (profit) per share (Thai Baht cents) | (6.18) | 0.20 | Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and liabilities decreased, primarily due to the disposal of right-of-use assets and reductions in trade receivables, finance lease receivables, trade payables, and bank borrowings Condensed Consolidated Statement of Financial Position (THB thousands) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Non-current assets | | | | Leasehold improvements and equipment | 9,372 | 9,621 | | Right-of-use assets | 3,554 | 44,777 | | Total non-current assets | 362,136 | 392,330 | | Current assets | | | | Inventories | 93,024 | 93,043 | | Trade receivables | 184,094 | 289,540 | | Cash and cash equivalents | 80,435 | 74,747 | | Total current assets | 668,817 | 844,656 | | Current liabilities | | | | Trade payables | 318,734 | 413,001 | | Bank and other borrowings | 99,966 | 124,372 | | Total current liabilities | 542,596 | 660,390 | | Non-current liabilities | | | | Bank and other borrowings | 120,818 | 136,836 | | Total non-current liabilities | 164,123 | 212,219 | | Equity | | | | Total equity | 324,234 | 364,377 | Condensed Consolidated Statement of Changes in Equity In the first half of 2025, the Group's total equity decreased due to the loss and total comprehensive expense for the period, partially offset by new share placements, while non-controlling interests became zero due to a subsidiary disposal Condensed Consolidated Statement of Changes in Equity (THB thousands) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Total equity at beginning of period | 364,377 | 477,489 | | Loss for the period | (45,732) | 1,201 | | Total comprehensive (expense) income | (43,651) | 1,201 | | New share placement | 40,334 | – | | Disposal of a subsidiary | (36,826) | – | | Total equity at end of period | 324,234 | 364,377 | Condensed Consolidated Statement of Cash Flows In the first half of 2025, the Group experienced increased cash inflow from operating activities, a higher net cash outflow from investing activities, and a slight reduction in net cash outflow from financing activities, resulting in a net increase of THB 3.5 million in cash and cash equivalents Condensed Consolidated Statement of Cash Flows (THB thousands) | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Cash generated from operations | 38,116 | 23,736 | | Net cash flow (used in) from investing activities | (9,297) | 333 | | Net cash flow used in financing activities | (19,862) | (20,582) | | Net increase in cash and cash equivalents | 3,487 | 8,957 | | Cash and cash equivalents at beginning of period | 55,003 | (6,550) | | Cash and cash equivalents at end of period | 63,960 | (3,063) | Notes to the Condensed Consolidated Interim Financial Information 1. Company and Group Information Platt Nera International Limited, incorporated in the Cayman Islands and listed on the Hong Kong Stock Exchange, primarily provides IT integration solutions, IT support services, and equipment sales in Thailand - The Company is incorporated in the Cayman Islands, and its shares are listed on the Main Board of the Hong Kong Stock Exchange[10] - The Group is principally engaged in providing IT integration solutions, IT support services, and selling equipment in Thailand[10] 2. Basis of Presentation and Preparation The interim financial information is unaudited, prepared in accordance with Appendix 16 of the Listing Rules and International Financial Reporting Standards, presented at historical cost, and reported in Thai Baht - The condensed consolidated interim financial information is unaudited and prepared in accordance with the applicable disclosure requirements of Appendix 16 to the Listing Rules[11] - The accounting policies and basis of preparation used are consistent with the 2024 annual financial statements prepared in accordance with International Financial Reporting Standards[11] - The financial statements are presented in Thai Baht, with all values rounded to the nearest thousand[11] 3. Segment Information The Group's operations are concentrated in a single segment: IT integration solutions, IT support services, and equipment sales, with all revenue and non-current assets derived from Thailand - The Group's revenue, reported results, and total assets are generated from a single operating segment, which is the provision of IT integration solutions, IT support services, and the sale of equipment[12] - All of the Group's revenue is derived from external customers in Thailand, and all non-current assets are located in Thailand[13] Revenue Contribution from Major Customers (THB thousands) | Customer | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Customer A | 9,466 | 11,046 | | Customer B | 7,201 | 19,910 | | Customer C | 4,956 | 2,167 | 4. Revenue from Contracts with Customers The Group's total revenue from customer contracts significantly decreased from THB 66.45 million in the first half of 2024 to THB 30.40 million in the first half of 2025, primarily due to reduced IT support service revenue, despite growth in IT integration solutions - The Group is principally engaged in providing IT integration solutions and IT support services, and selling equipment in Thailand[15] Revenue from Contracts with Customers by Type (THB thousands) | Revenue Type | H1 2025 | H1 2024 | | :--- | :--- | :--- | | IT integration solutions | 18,128 | 12,111 | | IT support services | 9,935 | 54,343 | | Sale of equipment | 2,336 | – | | Total revenue from contracts with customers | 30,399 | 66,454 | | Transferred at a point in time | 6,378 | 2,247 | | Transferred over time | 24,021 | 64,207 | - Contract assets represent the Group's right to consideration in exchange for goods or services that the Group has transferred to a customer, where that right is conditioned on something other than the passage of time[17] 5. Loss (Profit) Before Tax The Group recorded a loss before tax of THB 45.73 million in the first half of 2025, compared to a profit of THB 1.20 million in the same period last year, with total employee costs decreasing but depreciation expenses significantly increasing Components of Loss (Profit) Before Tax (THB thousands) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Total employee benefit expenses | 17,925 | 24,070 | | Less: Amount capitalised in cost of services provided | (6,101) | (9,782) | | Cost of services provided | 25,636 | 49,931 | | Depreciation of leasehold improvements and equipment | 1,891 | 157 | | Depreciation of right-of-use assets | 5,546 | 1,939 | | Amortisation of computer software | 32 | 32 | 6. Income Tax No income tax expense was provided as the Group had no assessable profits in both the first half of 2025 and 2024 - No income tax expense was provided as the Group had no assessable profits in both the first half of 2025 and 2024[20] 7. Interim Dividend The Board of Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025 - The Directors did not recommend the payment of an interim dividend for the six months ended June 30, 2025 (six months ended June 30, 2024: nil)[21] 8. Loss Per Share Attributable to Owners of the Company In the first half of 2025, basic loss per share attributable to owners of the Company was 6.18 Thai Baht cents, compared to a profit of 0.20 Thai Baht cents per share in the prior period, mainly due to the loss for the period and an increased weighted average number of ordinary shares outstanding Calculation of Loss (Profit) Per Share | Metric | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Loss (profit) for the period attributable to owners of the Company | THB 45,732,000 (Loss) | THB 1,201,000 (Profit) | | Weighted average number of ordinary shares outstanding during the period | 740,000,000 shares | 600,000,000 shares | | Basic and diluted loss (profit) per share (Thai Baht cents) | (6.18) | 0.20 | 9. Leases As a lessor, the Group's finance lease receivables decreased, while as a lessee, right-of-use assets and lease liabilities significantly declined due to the disposal of a subsidiary - As a lessor, the Group's finance lease receivables relate to finance lease arrangements for providing passbook machines, with a 5-year lease term and an annual interest rate of 1.85%[23] Finance Lease Receivables (THB thousands) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Within one year | 15,184 | 31,599 | | After one year but within two years | – | 382 | | Non-current portion | – | 382 | Changes in Right-of-Use Assets and Lease Liabilities (THB thousands) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Carrying amount of right-of-use assets at end of period | 3,554 | 44,777 | | Carrying amount of lease liabilities at end of period | 3,796 | 44,815 | | Non-current portion of lease liabilities | – | 3,796 | 10. Trade Receivables The Group's total trade receivables decreased from THB 294.69 million as of December 31, 2024, to THB 184.09 million as of June 30, 2025, primarily due to a significant reduction in unbilled amounts - Trade terms are primarily on credit, with a credit period generally ranging from 7 to 30 days from the invoice date[26] - Trade receivables are non-interest bearing, but an amount of THB 125.64 million includes a significant financing component to be settled within five years[27] Ageing Analysis of Trade Receivables (THB thousands) | Ageing | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Within one month | 1,592 | 9,657 | | One to three months | 6,479 | 479 | | Three to six months | 215 | 3,565 | | Over six months | 40,671 | 37,157 | | Unbilled | 135,137 | 243,831 | | Total trade receivables | 184,094 | 294,689 | 11. Prepayments, Other Receivables and Other Assets Total prepayments, other receivables, and other assets decreased from THB 223.36 million as of December 31, 2024, to THB 150.38 million as of June 30, 2025, mainly due to a significant reduction in deposits paid for equipment Components of Prepayments, Other Receivables and Other Assets (THB thousands) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Contract costs | 50,517 | 32,537 | | Prepayments | 9,494 | 57,027 | | Deposits paid for equipment | – | 101,468 | | Interest receivables | 812 | 788 | | Deposits and other receivables | 68,584 | 11,453 | | VAT receivables | 18,348 | 17,898 | | Others | 3,827 | 3,387 | | Total | 151,582 | 224,558 | | Less: Impairment | (1,200) | (1,200) | | Net amount | 150,382 | 223,358 | 12. Pledged Bank Deposits and Cash and Cash Equivalents As of June 30, 2025, the Group's total cash and bank balances were THB 164.05 million, of which THB 83.62 million were pledged bank deposits used for bank guarantees, loans, and overdrafts, with annual interest rates ranging from 0.8% to 1.15% Cash and Bank Balances (THB thousands) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and bank balances (excluding time deposits) | 80,435 | 74,747 | | Time deposits | 83,618 | 72,804 | | Total cash and bank balances | 164,053 | 147,551 | | Less: Pledged bank deposits | (83,618) | (72,804) | | Cash and cash equivalents | 80,435 | 74,747 | - The pledged deposits bear annual interest rates ranging from 0.8% to 1.15%[31] - Pledged bank deposits serve as collateral for bank guarantees, letters of credit, and bank loans and overdrafts[34] 13. Trade Payables The Group's total trade payables decreased from THB 418.05 million as of December 31, 2024, to THB 318.73 million as of June 30, 2025, primarily due to a reduction in unbilled amounts - Trade payables are unsecured, non-interest bearing, and generally settled within 30 to 60 days[32] Ageing Analysis of Trade Payables (THB thousands) | Ageing | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Invoiced within one month | 30,265 | 54,760 | | One to two months | 20,277 | 4,006 | | Two to three months | 3,117 | 4,205 | | Over three months | 140,247 | 132,761 | | Unbilled | 124,828 | 222,322 | | Total | 318,734 | 418,054 | 14. Bank and Other Borrowings The Group's total bank and other borrowings decreased from THB 261.21 million as of December 31, 2024, to THB 220.78 million as of June 30, 2025, mainly due to the repayment of bank loans and other loans Components of Bank and Other Borrowings (THB thousands) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Bank overdrafts (secured) | 16,475 | 19,744 | | Bank loans (secured) | 51,158 | 68,506 | | Other loans (secured) | 153,151 | 172,958 | | Total | 220,784 | 261,208 | | Classified as current liabilities | (99,966) | (124,372) | | Non-current portion | 120,818 | 136,836 | - Secured bank loans bear annual interest rates ranging from 4.25% to 6.70%[36] - Secured bank overdrafts and loans are guaranteed by subsidiaries and pledged against bank deposits and rights to project receivables[36][38] 15. Share Capital As of June 30, 2025, the Group's issued share capital increased due to a new share placement completed on April 2, 2025 Issued Share Capital (THB thousands) | Item | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | 680,000,000 ordinary shares | 28,712 | 28,712 | | 120,000,000 ordinary shares on April 2, 2025 | 5,203 | – | | Total | 33,915 | 28,712 | 16. Related Party Disclosures The Group engaged in significant related party transactions during the period, including dividend payments and dividend expenses to IAH preference shareholders, and IT support service sales to an associate Related Party Transactions (THB thousands) | Transaction Type | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Dividends paid (IAH preference shareholders) | 12,278 | 10,391 | | Dividend expense (IAH preference shareholders) | 944 | 944 | | Sales of IT support services (associate) | – | 33,512 | Key Management Personnel Remuneration (THB thousands) | Remuneration Type | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Short-term employee benefits | 6,097 | 7,073 | | Post-employment benefits | 535 | 686 | | Total | 6,632 | 7,759 | 17. Contingent Liabilities As of June 30, 2025, the Group's total outstanding bank guarantees amounted to THB 169.57 million, an increase from December 31, 2024 - Banks issued outstanding bank guarantees of THB 169,568,000 on behalf of the Group for performance obligations in the ordinary course of business (December 31, 2024: THB 145,446,000)[42] 18. Approval of Condensed Consolidated Interim Financial Information The condensed consolidated interim financial information for the six months ended June 30, 2025, was approved by the Board of Directors on August 28, 2025 - The condensed consolidated interim financial information was approved by the Board of Directors on August 28, 2025[43] Management Discussion and Analysis Overview The Group primarily provides IT solutions to financial institutions, government departments, and agencies in Thailand, having completed numerous large-scale projects and continuously expanding its customer base - The Group provides IT solutions to financial institutions, government departments, and agencies in Thailand[44] - The Company expanded its customer base to rural areas of Thailand by undertaking Customer F's ATM project and Passbook project[44] Business Outlook Despite an uncertain macroeconomic environment and delays in some major projects, the Company remains cautiously optimistic about new project developments in the second half of 2025, expecting future revenue benefits - Thailand's economy is projected to grow by 2.3% in 2025, but the second half may be affected by US tariffs and a slowdown in private consumption[45] - Some of the Company's major customers have delayed new projects from 2024 to the second half of 2025[45] - The Company is undertaking a new PEA project, expected to contribute approximately THB 170 million in revenue in the second half of 2025, and plans to bid for two major projects[46] Financial Review In the first half of 2025, the Group experienced significant declines in revenue, gross profit, and net other income, coupled with a substantial increase in administrative expenses, ultimately resulting in a net loss Revenue - Total revenue decreased by approximately 54.3% from approximately THB 66.4 million in the first half of 2024 to approximately THB 30.4 million in the first half of 2025[48] - The decrease in revenue was primarily due to a reduction of approximately THB 33.5 million in CDM project service contracts and approximately THB 10.3 million in ATM maintenance services[48] - Revenue from the new PEA project increased by approximately THB 8.2 million in the first half of 2025[48] Gross Profit and Gross Margin - Gross profit in the first half of 2025 was approximately THB 4.8 million, with a gross margin of 15.7%, a significant decrease from THB 16.5 million and 24.9% in the prior period[49] - The decline in gross profit was mainly due to customers delaying certain major projects to the second half of 2025[49] Other Income and Net Gains - Other income in the first half of 2025 was approximately THB 21.6 million, a decrease of approximately THB 14.3 million from the prior period[50] - The decrease was primarily due to a reduction of approximately THB 16.1 million in unrealised gains on financial assets measured at fair value, approximately THB 7.1 million in interest income, and approximately THB 6.2 million in unrealised foreign exchange gains[50] - Gains on disposal of financial assets at fair value through profit or loss increased by approximately THB 12.1 million, and dividend income increased by approximately THB 3.0 million[50] Selling and Distribution Expenses - Selling and distribution expenses in the first half of 2025 were approximately THB 1.6 million, a decrease of approximately THB 1.2 million from the prior period, mainly due to reduced sales staff salaries[51] Administrative Expenses - Administrative expenses in the first half of 2025 were approximately THB 50.4 million, an increase of approximately THB 26.4 million from the prior period[52] - The increase was primarily due to an increase of approximately THB 5.4 million in depreciation expenses, approximately THB 5.3 million in office expenses, approximately THB 0.4 million in employee expenses, and approximately THB 15.3 million in foreign exchange losses[52] Finance Costs - Finance costs in the first half of 2025 were approximately THB 19.0 million, a decrease of approximately THB 4.0 million from the prior period[53] - The decrease was mainly due to a reduction of approximately THB 4.4 million in bank loan interest expenses, partially offset by an increase of approximately THB 0.4 million in finance lease interest expenses[53] Net Loss - The Group recorded a net loss of approximately THB 45.7 million in the first half of 2025, compared to a profit of approximately THB 1.2 million in the prior period[54] Financial Position As of June 30, 2025, the Group's net current assets, current assets, current liabilities, non-current assets, and non-current liabilities all decreased, primarily influenced by the disposal of a subsidiary and project financing activities Net Current Assets - Net current assets decreased from approximately THB 184.3 million as of December 31, 2024, to approximately THB 126.2 million as of June 30, 2025[55] - The decrease was primarily due to a reduction of approximately THB 101.5 million in prepayments for equipment deposits resulting from the disposal of a subsidiary[55] - Financial assets at fair value through profit or loss increased by approximately THB 20.9 million, and contract costs for new projects increased by approximately THB 18.0 million[55] Current Assets - Current assets decreased by approximately THB 175.8 million from approximately THB 844.6 million as of December 31, 2024, to approximately THB 668.8 million as of June 30, 2025[56] - The decrease was primarily due to a reduction of approximately THB 105.4 million in trade receivables, approximately THB 16.4 million in finance lease receivables, and approximately THB 101.5 million in prepayments for equipment deposits[56] Current Liabilities - Current liabilities decreased from approximately THB 660.4 million as of December 31, 2024, to approximately THB 542.6 million as of June 30, 2025[57] - The decrease was primarily due to a reduction of approximately THB 94.3 million in trade payables and approximately THB 24.4 million in bank and other borrowings[57] Non-Current Assets - Non-current assets decreased from approximately THB 392.3 million as of December 31, 2024, to approximately THB 362.1 million as of June 30, 2025[58] - The decrease was primarily due to a reduction of approximately THB 41.2 million in right-of-use assets resulting from the disposal of a subsidiary[58] - Pledged bank deposits increased by approximately THB 10.8 million for project financing of new projects[58] Non-Current Liabilities - Non-current liabilities decreased from approximately THB 212.2 million as of December 31, 2024, to approximately THB 164.1 million as of June 30, 2025[59] - The decrease was primarily due to a reduction of approximately THB 27.4 million in non-current lease liabilities from the disposal of a subsidiary, approximately THB 5.1 million in non-current trade payables from Customer F's ATM project, and approximately THB 16.0 million in bank and other borrowings[59] Liquidity and Financial Resources As of June 30, 2025, the Group's net bank and other borrowings decreased, and its gearing ratio improved, with business primarily financed by project loans from financial institutions - The net balance of bank and other borrowings decreased by approximately THB 40.4 million to approximately THB 220.8 million, mainly due to repayment of maturing payments[60] - All of the Group's bank loans are denominated in Thai Baht, with effective annual interest rates ranging from 4.25% to 6.70%[60] - The gearing ratio was approximately 68.1% (December 31, 2024: 71.7%), calculated as interest-bearing debt divided by total equity[61] Capital Structure The Group's shareholders' equity decreased due to the total comprehensive expense in the first half of 2025 but was supplemented by funds raised through a new share placement - The Group's shareholders' equity comprises issued share capital, share premium, accumulated losses, and other reserves[62] - Equity attributable to shareholders decreased from approximately THB 364.4 million as of December 31, 2024, to approximately THB 324.2 million as of June 30, 2025, primarily due to total comprehensive expense of approximately THB 43.7 million[62] Completion of Placing of New Shares Under General Mandate on 2 April 2025 The Company completed a new share placement on April 2, 2025, placing 120 million ordinary shares for total gross proceeds of approximately HKD 9.6 million, with net proceeds used for general working capital and bank loan repayment - The Company placed 120,000,000 ordinary shares at HKD 0.08 per share under a general mandate, with the placing completed on April 2, 2025[63][64] - The gross proceeds from the placing were approximately HKD 9.6 million, with net proceeds of approximately HKD 9.251 million[64] - Approximately 85% of the net proceeds were used for administrative and operating expenses, and approximately 6.6% was used for repayment of bank loans[65] Capital Commitments As of June 30, 2025, the Group had no other significant capital commitments - As of June 30, 2025, the Group had no other significant capital commitments[66] Significant Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures On June 10, 2025, the Group disposed of 100% of the issued shares of its indirect wholly-owned subsidiary, Global Wealth (Hong Kong) Limited, for HKD 12.8 million - On June 10, 2025, the Group disposed of 100% of the issued shares of its indirect wholly-owned subsidiary, Global Wealth (Hong Kong) Limited, to an independent third party for HKD 12,800,000[67] Contingent Liabilities As of June 30, 2025, the Group's total outstanding bank guarantees amounted to THB 169.57 million, an increase from December 31, 2024 - Banks issued outstanding bank guarantees of THB 169,568,000 on behalf of the Group for certain performance obligations in the ordinary course of business (December 31, 2024: THB 145,446,000)[68] Pledge of Assets As of June 30, 2025, approximately THB 83.62 million of the Group's bank deposits were pledged to banks to secure letters of guarantee, bank loans, and bank overdrafts - Approximately THB 83,618,000 of the Group's bank deposits were pledged to banks to secure letters of guarantee, bank loans, and bank overdrafts[69] Employees and Remuneration Policy As of June 30, 2025, the Group had 50 employees, with labor costs of approximately THB 16.3 million, representing 53.5% of revenue, and provides competitive remuneration and training to enhance employee loyalty and performance - As of June 30, 2025, the Group had 50 employees (December 31, 2024: 56 employees)[70] - Labor costs were approximately THB 16.3 million, equivalent to 53.5% of the Group's revenue for the first half of 2025[70] - The Group offers competitive basic salaries plus annual performance bonuses and continuously provides training[70] Material Investments Held As of June 30, 2025, the Group did not hold any material investments - As of June 30, 2025, the Group did not hold any material investments[71] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no other significant plans for material investments or capital assets - As of June 30, 2025, the Group had no other significant plans for material investments or capital assets[72] Events After the Reporting Period Subsequent to the reporting period, on August 8, 2025, the Company entered into a subscription agreement to allot and issue 160 million new shares at HKD 0.107 per share, for total gross proceeds of approximately HKD 17.12 million, pending Stock Exchange approval - On August 8, 2025, the Company entered into a subscription agreement with subscribers to subscribe for a total of 160,000,000 new shares at HKD 0.107 per share[73] - The gross proceeds from the subscription will be approximately HKD 17.12 million, subject to approval by the Listing Committee of the Stock Exchange[73] Foreign Exchange Risk The Group primarily operates in Thailand, with revenue and payments mainly in Thai Baht, thus facing limited foreign exchange risk, but it closely monitors exchange rate fluctuations to manage currency risk - The Group primarily operates in Thailand, with revenue mainly in Thai Baht and payments to suppliers also predominantly in Thai Baht, hence foreign exchange risk is limited[75] - The Group will closely monitor exchange rate fluctuations to manage currency risk and assess necessary measures as needed[75] Other Information Interim Dividend The Board of Directors does not recommend the declaration of an interim dividend for the six months ended June 30, 2025 - The Board of Directors does not recommend the declaration of an interim dividend for the six months ended June 30, 2025[76] Purchase, Sale or Redemption of the Company’s Listed Securities For 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 - For 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[77] Corporate Governance The Company is committed to maintaining high standards of corporate governance and complies with the Corporate Governance Code in Appendix C1 of the Listing Rules, though the roles of Chairman and Chief Executive Officer are not separated, which the Board believes is in the best interest of the Company and its shareholders - The Company has consistently complied with the Corporate Governance Code in Appendix C1 of the Listing Rules, except for a deviation from Code Provision C.2.1 regarding the separation of the roles of Chairman and Chief Executive Officer[78] - Mr. Asvaplungprohm serves as both the Chairman and Chief Executive Officer of the Company, and the Board believes the current arrangement is in the best interest of the Company and its shareholders as a whole[78] Compliance with the Model Code for Securities Transactions The Company has adopted a code for securities transactions no less exacting than the Model Code set out in Appendix C3 of the Listing Rules, and all directors and employees have confirmed compliance with the relevant provisions - The Company has adopted a code for securities transactions with terms no less exacting than the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix C3 of the Listing Rules[80] - All Directors confirmed that they have complied with the required standards set out in the Model Code and the Securities Transaction Code during the six months ended June 30, 2025[80] Competing Interests As of June 30, 2025, no Director or their respective associates were involved in or had any interest in any business that competes or may compete with the Group's business - As of June 30, 2025, no Director or their respective associates were involved in or had any interest in any business that competes or may compete with the Group's business[81] Review by Audit Committee The Audit Committee has reviewed the Group's accounting principles, internal controls, and financial reporting matters, concluding that the unaudited condensed consolidated interim financial information for the six months ended June 30, 2025, complies with relevant accounting standards, rules, and regulations - The Audit Committee comprises three independent non-executive Directors, with Mr. Ruan Guoquan serving as Chairman, possessing professional qualifications and financial experience[82] - The Audit Committee has reviewed the accounting principles and practices adopted by the Group and discussed internal controls and financial reporting matters[83] - The Audit Committee believes that the interim financial information complies with relevant accounting standards, rules, and regulations and has made appropriate disclosures[83] Publication of Interim Results and Interim Report This interim results announcement has been published on the Stock Exchange website and the Company's website, and the interim report will be dispatched to shareholders and published on the aforementioned websites in due course - This interim results announcement has been published on the Stock Exchange website (www.hkexnews.hk) and the Company's website (http://www.plattnera.com)[84](index=84&type=chunk) Definitions This section provides definitions for key terms used in the report, including company entities, project names, regulatory bodies, and currency units - This section defines key terms used throughout the report, ensuring clarity and consistency in understanding the financial and operational context[85][86][87][88][89]