大象未来集团(02309) - 2025 - 年度业绩

Consolidated Financial Statements This section presents the Group's consolidated financial performance and position, including the income statement and balance sheet Consolidated Statement of Profit or Loss and Other Comprehensive Income The Group's revenue for FY2025 increased by 63.9% to 451,190 thousand HKD, but the loss expanded to 511,980 thousand HKD, with loss attributable to owners of the company at 313,961 thousand HKD and basic loss per share at 38.04 HK cents Summary of Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 451,190 | 275,244 | +63.9% | | Operating Expenses | (825,234) | (570,558) | +44.6% | | Operating Loss | (374,044) | (295,314) | +26.7% | | Loss Before Tax | (510,800) | (319,857) | +59.7% | | Loss for the Year | (511,980) | (319,187) | +60.4% | | Loss Attributable to Owners of the Company | (313,961) | (182,779) | +71.8% | | Loss Attributable to Non-controlling Interests | (198,019) | (136,408) | +45.2% | | Basic and Diluted Loss Per Share (HK cents) | (38.04) | (23.37) | +62.7% | Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets increased to 1,986,202 thousand HKD, but net current liabilities and net liabilities were negative, indicating significant going concern uncertainty Summary of Consolidated Statement of Financial Position | Metric | 2025 (thousand HKD) | 2024 (thousand HKD) | Change (%) | | :--- | :--- | :--- | :--- | | Total Non-current Assets | 1,392,603 | 907,286 | +53.5% | | Total Current Assets | 593,599 | 351,513 | +68.9% | | Total Current Liabilities | 782,286 | 271,407 | +188.2% | | Net Current (Liabilities) / Assets | (188,687) | 80,106 | -335.6% | | Total Non-current Liabilities | 1,293,482 | 781,493 | +65.5% | | Net (Liabilities) / Assets | (89,566) | 205,899 | -143.5% | | Equity Attributable to Owners of the Company | 363,256 | 458,270 | -20.8% | | Non-controlling Interests | (452,822) | (252,371) | +79.4% | | Total (Capital Deficit) / Equity | (89,566) | 205,899 | -143.5% | Notes to the Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the consolidated financial statements 1. Basis of Preparation The consolidated financial statements are prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, on a historical cost basis, modified by the revaluation of investment properties and certain financial instruments measured at fair value, with the Group's functional currency being HKD - Prepared in accordance with Hong Kong Financial Reporting Standards and the Hong Kong Companies Ordinance, on a historical cost basis, and modified by fair value adjustments[7] 2. Significant Accounting Policies - Going Concern Basis The Group reported a loss of 313,961 thousand HKD, net current liabilities of 188,687 thousand HKD, net liabilities of 89,566 thousand HKD, total borrowings of 1,072,008 thousand HKD, and cash of 242,350 thousand HKD for FY2025, indicating significant going concern uncertainty, though the Board believes sufficient working capital is available through shareholder and secured term loans - The Group faces significant going concern uncertainty due to expanded losses, net current liabilities, and net liabilities[8] - The Board believes the Group has sufficient working capital through unsecured revolving loans from major shareholders and secured term loan facilities[9][10] 3. Adoption of New and Revised Hong Kong Financial Reporting Standards The Group has adopted all new and revised Hong Kong Financial Reporting Standards effective July 1, 2024, without significant changes to accounting policies, financial statement presentation, or reported amounts, with unadopted standards currently under assessment - New and revised Hong Kong Financial Reporting Standards have been adopted, but without significant changes to accounting policies or financial statement presentation[11] 4. Revenue The Group's total revenue for FY2025 was 451,190 thousand HKD, primarily from football club, new energy vehicles and related businesses, commercial income, and rental income, with significant growth in new energy vehicles and the termination of healthcare business Revenue by Category | Revenue Category | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Revenue from Contracts with Customers | | | | Commercial Income (at a point in time) | 73,939 | 11,432 | | Matchday Income (at a point in time) | 60,080 | 30,499 | | New Energy Vehicles and Related Businesses (at a point in time) | 123,724 | 5,590 | | Healthcare and Medical Related Businesses (at a point in time) | – | 1,634 | | Subtotal (at a point in time) | 257,743 | 49,155 | | Commercial Income (over time) | 47,014 | 47,708 | | Broadcasting (over time) | 40,896 | 97,359 | | Matchday Income (over time) | 45,578 | 30,588 | | Healthcare Business (over time) | – | 78 | | Subtotal (over time) | 133,488 | 175,733 | | Revenue from Other Sources | | | | Commercial Income | 31,780 | 22,177 | | Rental Income | 28,179 | 28,179 | | Subtotal (Other Sources) | 59,959 | 50,356 | | Total Revenue | 451,190 | 275,244 | - Healthcare business was terminated after the disposal of Medi Hub in March 2024[13] 5. Segment Information The Group currently operates three reportable segments: football club, new energy vehicles and related businesses, and property investment, with the healthcare business terminated in March 2024, and the UK being a primary source of revenue and non-current assets - The Group's operating segments decreased from four to three, with the healthcare business terminated in March 2024[16] Segment Revenue and Results (2025) | Segment | External Sales (thousand HKD) | Segment Results (thousand HKD) | | :--- | :--- | :--- | | Football Club | 299,287 | (408,961) | | New Energy Vehicles and Related Businesses | 123,724 | (109,737) | | Property Investment | 28,179 | 24,295 | | Total | 451,190 | (494,403) | Segment Revenue and Results (2024) | Segment | External Sales (thousand HKD) | Segment Results (thousand HKD) | | :--- | :--- | :--- | | Football Club | 239,763 | (283,287) | | New Energy Vehicles and Related Businesses | 5,590 | (19,195) | | Property Investment | 28,179 | 24,807 | | Healthcare Business | 1,712 | (2,665) | | Total | 275,244 | (280,340) | Revenue from External Customers (by Geographical Location) | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | United Kingdom | 299,287 | 239,633 | | Asia | 44,670 | 35,611 | | North America | 107,233 | – | | Total | 451,190 | 275,244 | Non-current Assets (by Geographical Location) | Region | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Hong Kong | 87,682 | 64,895 | | China | 215 | 89 | | Cambodia | 475,309 | 470,652 | | United Kingdom | 817,067 | 362,003 | | Japan | 12,330 | 9,647 | | Total | 1,392,603 | 907,286 | 6. Other Income The Group's other income for FY2025 was 8,420 thousand HKD, primarily from grants received from the English Premier League Other Income | Source | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Grants from English Premier League | 8,071 | 7,919 | | Miscellaneous Income | 349 | 137 | | Total | 8,420 | 8,056 | - Professional football operations received 8,071 thousand HKD in grants from the English Premier League[24] 7. Other Gains / (Losses), Net The Group recorded net other gains of 33,663 thousand HKD for FY2025, reversing the FY2024 loss, primarily due to reversals of asset impairment losses and fair value gains on financial assets Other Gains / (Losses), Net | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Reversal of Impairment Loss / (Impairment Loss) on Right-of-use Assets | 338 | (2,473) | | Reversal of Impairment Loss / (Impairment Loss) on Property, Plant and Equipment | 6,931 | (60,124) | | Reversal of Impairment Loss / (Impairment Loss) on Intangible Assets | 4,719 | (2,679) | | Gain from Fair Value Change of Financial Assets at FVTPL | 18,895 | 7,820 | | Net Exchange Loss | (379) | (7,060) | | Insurance Compensation | 2,722 | 5,909 | | Gain on Early Termination of Lease Agreements | 437 | – | | R&D Tax Credit | – | 3,659 | | Gain on Disposal of Subsidiaries | – | 883 | | Total | 33,663 | (54,065) | - Net exchange loss primarily resulted from the depreciation of certain foreign currencies against HKD during the reporting period[25] 8. Finance Costs The Group's finance costs for FY2025 significantly increased to 116,057 thousand HKD, mainly due to higher interest expense on other loans and notional interest on transfer fees payable Finance Costs | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Interest Expense on Other Loans | 98,578 | 31,908 | | Imputed Interest on Interest-free Loan from Football League Limited | – | 406 | | Notional Interest on Transfer Fees Payable | 14,804 | 4,303 | | Interest on Lease Liabilities | 13,187 | 10,904 | | Total Interest | 126,569 | 47,521 | | Less: Interest Capitalized in Property, Plant and Equipment | (10,512) | (10,713) | | Total Finance Costs | 116,057 | 36,808 | - Capitalized borrowing costs were calculated at an annual interest rate of 11.9%[26] 9. Income Tax (Expense) / Credit The Group's income tax expense for FY2025 was 1,180 thousand HKD, primarily deferred tax, with no provision for profits tax due to the absence of assessable profits in Hong Kong, the UK, and other jurisdictions Income Tax (Expense) / Credit | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Deferred Tax | (1,180) | 670 | - No assessable profits were recorded in Hong Kong, the UK, or other jurisdictions, thus no provision for profits tax was made[28] 10. Loss for the Year The loss for the year is derived after deducting / (including) factors such as staff costs, amortization of intangible assets, depreciation, cost of inventories, fair value gains on financial assets, and various impairment losses Key Components of Loss for the Year | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Total Staff Costs | 444,721 | 381,831 | | Auditor's Remuneration | 1,589 | 1,384 | | Amortization of Intangible Assets | 69,314 | 43,320 | | Depreciation of Property, Plant and Equipment | 34,911 | 30,558 | | Depreciation of Right-of-use Assets | 19,241 | 12,075 | | Short-term Lease Related Expenses | 16,480 | 6,788 | | Cost of Inventories Recognized as Expense | 163,697 | 22,204 | | Gain from Fair Value Change of Financial Assets at FVTPL | (18,895) | (7,820) | | Reversal of Impairment Loss / Impairment Loss on Right-of-use Assets | (338) | 2,473 | | Reversal of Impairment Loss / Impairment Loss on Property, Plant and Equipment | (6,931) | 60,124 | | Reversal of Impairment Loss / Impairment Loss on Intangible Assets | (4,719) | 2,679 | | Reversal of Impairment Loss on Trade Receivables | – | (932) | | Impairment Loss on Trade Receivables | 3,496 | 2,743 | | Net Exchange Loss | 379 | 7,060 | 11. Dividends The Group neither paid nor proposed any dividends for the years ended June 30, 2025, and 2024 - No dividends were paid or proposed during or after the reporting period[30] 12. Loss Per Share Attributable to Owners of the Company Basic and diluted loss per share for FY2025 was 38.04 HK cents, an increase from 23.37 HK cents in FY2024 Loss Per Share Calculation | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Loss Attributable to Owners of the Company for Basic Loss Per Share Calculation (thousand HKD) | (313,961) | (182,779) | | Weighted Average Number of Ordinary Shares for Basic Loss Per Share Calculation | 825,391,398 | 782,006,742 | | Basic and Diluted Loss Per Share (HK cents) | (38.04) | (23.37) | - There were no outstanding potentially dilutive ordinary shares in FY2025, so diluted loss per share was the same as basic loss per share[33] 13. Investment Properties The Group's investment properties were carried at fair value of 470,652 thousand HKD as of June 30, 2025, consistent with 2024, with no significant fair value adjustments, and all properties are leased out, providing stable income - Investment properties fair value was 470,652 thousand HKD, with no significant fair value adjustments[34] - All investment properties are leased out, providing stable rental income[34] 14. Financial Assets at Fair Value Through Profit or Loss The fair value of the Group's unlisted equity investments increased to 62,595 thousand HKD, generating a fair value gain of 18,895 thousand HKD Financial Assets at Fair Value Through Profit or Loss | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Fair Value of Unlisted Equity Investments | 62,595 | 43,700 | | Analyzed as follows: | | | | Current Assets | – | – | | Non-current Assets | 62,595 | 43,700 | | Total | 62,595 | 43,700 | - Fair value change gain of 18,895 thousand HKD from unlisted equity investments was recognized in profit or loss[35] 15. Trade Receivables The Group's net trade receivables increased to 88,242 thousand HKD, with the highest proportion aged within 30 days, and recognized impairment losses increased to 10,438 thousand HKD Trade Receivables | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Trade Receivables | 98,680 | 20,194 | | Less: Impairment Loss Recognized | (10,438) | (6,148) | | Net Amount | 88,242 | 14,046 | Ageing Analysis of Trade Receivables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 68,674 | 1,221 | | 31 to 90 days | 913 | 963 | | 91 to 180 days | 10,041 | 4,017 | | 181 to 365 days | 8,614 | 7,845 | | Total | 88,242 | 14,046 | Expected Loss Rate and Loss Provision for Trade Receivables | Ageing | Current (thousand HKD) | Overdue less than 90 days (thousand HKD) | Overdue more than 90 days (thousand HKD) | Total (thousand HKD) | | :--- | :--- | :--- | :--- | :--- | | June 30, 2025 | | | | | | Weighted Average Expected Loss Rate | 0.0% | 0.0% | 54.8% | | | Amount Receivable | 69,587 | 10,041 | 19,052 | 98,680 | | Loss Provision | – | – | 10,438 | 10,438 | | June 30, 2024 | | | | | | Weighted Average Expected Loss Rate | 0.0% | 0.0% | 43.9% | | | Amount Receivable | 2,184 | 4,017 | 13,993 | 20,194 | | Loss Provision | – | – | 6,148 | 6,148 | 16. Trade Payables The Group's trade payables increased to 56,608 thousand HKD, primarily concentrated within 30 days and 31-90 days ageing Ageing Analysis of Trade Payables | Ageing | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Within 30 days | 18,238 | 20,632 | | 31 to 90 days | 28,829 | 8,971 | | 91 to 180 days | 2,803 | 1,799 | | 181 to 365 days | 4,643 | 2,931 | | Over 365 days | 2,095 | 1,208 | | Total | 56,608 | 35,541 | - The Group's average credit period for trade payables is 90 days[40] 17. Related Party Transactions The Group's amounts due from related parties were 41,126 thousand HKD, and amounts due to related parties were 269,795 thousand HKD, primarily involving Shelby Amounts Due from/to Related Parties | Item | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Amounts Due from Related Parties - Birmingham City Stadium Ltd | 41,126 | 46,410 | | Amounts Due to Related Parties - Shelby | 269,795 | 210,832 | | Less: Amounts Classified as Non-current Liabilities Repayable on Demand | – | (171,871) | | Amounts Classified as Current Liabilities | 269,795 | 38,961 | - Amounts due from Shelby are unsecured, interest-bearing, and repayable on demand[42] - Amounts due to Shelby are unsecured, interest-free, with a portion classified as non-current liabilities[42] 18. Borrowings The Group's total borrowings increased to 1,072,008 thousand HKD, primarily from related party loans and major shareholder loans, mostly denominated in GBP and secured Total Borrowings | Loan Type | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | Other Loans, Secured: Loans from Related Parties | 971,460 | 475,185 | | Other Loans, Unsecured: Loans from Major Shareholders | 100,349 | 56,930 | | Other Loans, Unsecured: Loans from Third Parties | – | 471 | | Other Loans, Unsecured: Other Loans | 199 | 183 | | Total | 1,072,008 | 532,769 | - The Group has pledged its entire interest in BCL as collateral for operating loans provided by Shelby and its group companies[41] Repayment Period of Borrowings | Repayment Period | 2025 (thousand HKD) | 2024 (thousand HKD) | | :--- | :--- | :--- | | On demand or within one year | 20,360 | 20,831 | | One to two years | 79,989 | – | | Two to five years | 971,460 | 511,755 | | Over five years | 199 | 183 | | Total | 1,072,008 | 532,769 | Borrowing Currency and Effective Annual Interest Rate | Currency | 2025 (thousand HKD) | 2024 (thousand HKD) | 2025 Effective Annual Interest Rate | 2024 Effective Annual Interest Rate | | :--- | :--- | :--- | :--- | :--- | | HKD | 100,349 | 56,930 | 7.00% | 4.50% – 10.50% | | GBP | 971,659 | 475,368 | 11.90% | 0.00% – 11.90% | | RMB | – | 471 | Not Applicable | 5.00% | | Total | 1,072,008 | 532,769 | | | 19. Share Capital The Group's issued share capital increased to 922,783,892 shares, primarily through share subscriptions and placements to raise capital Changes in Share Capital | Item | Number of Shares | Amount (thousand HKD) | | :--- | :--- | :--- | | July 1, 2023 | 771,559,941 | 192,890 | | Shares Issued upon Share Subscription | 43,697,478 | 10,924 | | June 30, 2024 and July 1, 2024 | 815,257,419 | 203,814 | | Shares Issued upon Share Placement | 37,634,000 | 9,409 | | Shares Issued upon Share Subscription | 69,892,473 | 17,473 | | June 30, 2025 | 922,783,892 | 230,696 | - 43,697,478 new shares were issued in January 2024 through a subscription, raising 93,600 thousand HKD[44] - 37,634,000 shares were issued in May 2025 through a placement, raising 70,000 thousand HKD[44] - 69,892,473 new shares were issued in April 2025 through a subscription agreement, raising 130,000 thousand HKD[47] 20. Contingent Liabilities As of June 30, 2025, the Group may be required to pay up to 159,311 thousand HKD in additional transfer fees due to player transfer contracts - Maximum contingent liability for player transfer fees is approximately 159,311 thousand HKD[45] 21. Events After Reporting Period Subsequent to the reporting period, on July 23, 2025, the Group increased its loan facility under the operating loan agreement from GBP 100,000,000 to GBP 150,000,000 - Operating loan facility increased from GBP 100,000,000 to GBP 150,000,000 on July 23, 2025[46] Extracts from Independent Auditor's Report This section presents key excerpts from the independent auditor's report, including their opinion and material uncertainties Opinion The auditor believes the consolidated financial statements present a true and fair view of the Group's financial position, performance, and cash flows, complying with the disclosure requirements of the Hong Kong Companies Ordinance - The auditor considers the consolidated financial statements to be true and fair, complying with Hong Kong Financial Reporting Standards and the Companies Ordinance[48] Material Uncertainty Related to Going Concern The auditor draws attention to a material uncertainty regarding the Group's ability to continue as a going concern, without modifying their opinion - The auditor draws attention to a material uncertainty regarding the Group's going concern, but has not modified the audit opinion[49] Final Dividends The Board does not recommend the payment of a final dividend for FY2025 - The Board does not recommend the payment of a final dividend for FY2025[50] Management Discussion and Analysis This section provides an overview of the Group's financial performance, business operations, and future outlook Performance and Results The Group's FY2025 revenue grew by 63.9% to 451.2 million HKD, but loss attributable to owners of the company expanded by 71.8% to 314.0 million HKD, primarily due to football club relegation, increased finance costs, operating expenses, and intangible asset amortization Key Financial Performance | Metric | 2025 (million HKD) | 2024 (million HKD) | Year-on-year Growth (%) | | :--- | :--- | :--- | :--- | | Revenue | 451.2 | 275.2 | 63.9% | | Loss Attributable to Owners of the Company | (314.0) | (182.8) | 71.8% | | Basic Loss Per Share (HK cents) | (38.04) | (23.37) | 62.7% | - Increased loss was primarily due to football club relegation, higher finance costs, increased operating expenses, increased amortization of intangible assets, and higher share of loss from an associate[51] Business Review and Outlook The Group primarily operates in three segments: football club, new energy vehicles and related businesses, and property investment, with significant performance in new energy vehicles, focusing on product innovation, market expansion, and building a green energy ecosystem - The Group primarily operates three segments: football club, new energy vehicles and related businesses, and property investment[53] Football Club This section reviews the performance and key developments of the Group's football club segment - The club successfully advanced to the English Football League Championship for the 2024/25 season[53] - Football segment revenue was 299.3 million HKD, a 24.9% year-on-year increase; segment loss was 409.0 million HKD, a 44.4% year-on-year increase[53] New Energy Vehicles and Related Businesses This section details the performance, market presence, and future strategies for the Group's new energy vehicle business - New energy vehicle business has launched brands in markets including Japan, Cambodia, and North America[54] - Approximately 320 new energy vehicles were delivered in FY2025, generating 123.7 million HKD in revenue, with a segment loss of 109.7 million HKD[54] - Future strategies include product innovation and diversification, market penetration and deepening, localized cooperation, digital marketing, and building a green energy ecosystem[55] Property Investment This section outlines the performance and asset value of the Group's property investment segment - Investment property rental income was 28.2 million HKD, with all properties fully leased[55] - Investment properties fair value was 470.7 million HKD, representing approximately 23.7% of total assets[55] Investment in Unlisted Equity Investments This section details the Group's investment in unlisted equity, focusing on its value and contribution to total assets - The Group invested in an independent third party engaged in R&D and sales of zero-emission smart heavy-duty trucks, with its fair value increasing to 62.6 million HKD by FY2025 year-end, representing 3.2% of total assets[56] Outlook This section discusses the Group's future strategies and market positioning amidst global economic challenges and green energy trends - The global macroeconomic environment is complex and challenging, but the trend towards green and low-carbon transition is irreversible[57] - The Group will actively expand its global electric vehicle sales business, focusing on innovative, reliable, and inclusive electric mobility solutions[57] Financial Review This section provides a detailed review of the Group's FY2025 financial metrics, including revenue, operating expenses, other income, other gains/losses, gain on disposal of player registrations, amortization of intangible assets, selling and marketing expenses, administrative and other expenses, R&D costs, finance costs, and share of results of an associate Revenue This section provides a detailed breakdown of the Group's revenue by segment for the reporting period Revenue by Segment | Segment | 2025 (million HKD) | 2024 (million HKD) | Year-on-year Growth (%) | | :--- | :--- | :--- | :--- | | Football Club | 299.3 | 239.8 | 24.8% | | New Energy Vehicles and Related Businesses | 123.7 | 5.6 | 2,113.3% | | Property Investment | 28.2 | 28.2 | 0.0% | | Total Revenue | 451.2 | 275.2 | 63.9% | Operating Expenses This section analyzes the increase in operating expenses, primarily driven by the football club and new energy vehicle segments - Operating expenses increased by 44.6% to 825.2 million HKD, primarily due to increased expenses in the football club and new energy vehicle business segments[59] Other Income This section details the Group's other income, predominantly from English Premier League grants - Other income was 8.4 million HKD, primarily from English Premier League grants[60] Other Gains / (Losses), Net This section reviews the net other gains, driven by asset impairment reversals and fair value gains on financial assets - Net other gains were 33.7 million HKD, primarily from asset impairment reversals, insurance compensation, and fair value gains on financial assets[61] Gain on Disposal of Player Registrations This section reports the gain generated from the disposal of player registrations - Gain on disposal of player registrations was 143.7 million HKD, a 5.3% year-on-year decrease[62] Amortization of Intangible Assets This section explains the increase in intangible asset amortization due to a higher number of signed players - Amortization of intangible assets was 69.3 million HKD, a 60.0% year-on-year increase, primarily due to an increased number of signed players[63] Selling and Marketing Expenses This section highlights the introduction of selling and marketing expenses in the current fiscal year - Selling and marketing expenses were 24.5 million HKD, with no such expenses in 2024[64] Administrative and Other Expenses This section details the increase in administrative and other expenses, mainly driven by the expansion of the new energy vehicle business - Administrative and other expenses were 67.6 million HKD, a 27.6% year-on-year increase, primarily due to increased development costs for the new energy vehicle business[65] Research and Development Costs This section outlines the research and development costs incurred for new products and technology in the Asian market - Research and development costs were 27.1 million HKD, primarily for new product and technology development in the Asian market[66] Finance Costs This section explains the significant increase in finance costs, attributed to higher loan interest and notional interest on transfer fees - Finance costs were 116.1 million HKD, a 215.3% year-on-year increase, primarily due to higher loan interest and notional interest on transfer fees[67] Share of Results of an Associate This section reports the Group's share of loss from an associate, mainly due to increased operating expenses - Share of loss from an associate was 26.8 million HKD, primarily due to increased operating expenses at the associate[68] Intangible Assets The Group's intangible assets increased to 288.7 million HKD, a 380.7% year-on-year increase, primarily due to increased player registrations from signing new players - Intangible assets were 288.7 million HKD, a 380.7% year-on-year increase, primarily from signing new players[69] Contingent Liabilities Aside from player transfer fees disclosed in Note 20, the Group has no other significant contingent liabilities - No other significant contingent liabilities exist apart from player transfer fees[70] Capital Commitments The Group has capital commitments of 13.4 million HKD for product development fees and pledged 62.4 million HKD to ZO Motors North America LLC, with 19.5 million HKD unfulfilled - Capital commitments for product development fees were 13.4 million HKD[71] - Committed to inject 62.4 million HKD into ZO Motors North America LLC, with 19.5 million HKD unfulfilled[72] Capital Expenditure The Group's capital expenditure for FY2025 was approximately 204.8 million HKD for property, plant, and equipment, primarily funded by non-controlling shareholders of its UK subsidiary - Capital expenditure was 204.8 million HKD, primarily for property, plant, and equipment, funded by non-controlling shareholders of the UK subsidiary[74] Liquidity, Financial Resources and Capital Structure The Group's current ratio decreased to 75.9%, gearing ratio increased to 74.7%, and total liabilities to total assets ratio rose to 104.5%, with operations funded by internal cash flow, bank loans, shareholder and third-party loans, and capital markets - Current ratio decreased to 75.9%, gearing ratio increased to 74.7%, and total liabilities to total assets ratio rose to 104.5%[75] - The Group funds operations through internal cash flow, bank loans, shareholder and third-party loans, and capital markets[76] Financial Ratios This section presents key financial ratios, including liquidity, gearing, and total liabilities to total assets ratios Key Financial Ratios | Ratio | 2025 | 2024 | | :--- | :--- | :--- | | Current Ratio | 75.9% | 129.5% | | Gearing Ratio | 74.7% | 53.8% | | Total Liabilities to Total Assets Ratio | 104.5% | 83.6% | Financial Resources This section details the Group's cash and borrowings, and management's efforts to enhance financial strength - Bank balances and cash were 242.4 million HKD, with total borrowings of 1,072.0 million HKD[76] - Management is committed to enhancing financial strength through cost control and exploring external debt and equity financing opportunities[77] Directors' Opinion on Sufficiency of Working Capital This section presents the Board's assessment of the Group's working capital sufficiency based on expected financial performance and available financing - The Board believes the Group has sufficient working capital, based on expected financial performance, net cash flows, and available loan facilities[78] Foreign Exchange Risk This section describes the Group's exposure to foreign exchange risk from multi-country operations and its hedging policy - Foreign exchange risk primarily arises from multi-country operations, with major transaction currencies including GBP, USD, HKD, RMB, and JPY[79] - The Group does not use derivative financial instruments to hedge foreign exchange risk[79] Pledge of Assets This section details the Group's pledge of assets as collateral for operating loans - The Group has pledged its entire interest in BCL as collateral for operating loans provided by Shelby[80] Capital Structure The Group's issued share capital increased to 922,783,892 shares through share placements and subscriptions - The Group's issued share capital increased to 922,783,892 shares through share placements and subscriptions[82] Use of Proceeds Net proceeds of 69.6 million HKD from the placement were fully used for debt repayment and general working capital; of 129.4 million HKD from the subscription, 69.3 million HKD was for debt repayment, 15.1 million HKD for working capital, and the remaining 45.0 million HKD will be used as planned - Net proceeds of 69.6 million HKD from the placement were fully utilized for debt repayment and general working capital[83] Use of Net Proceeds from Subscription | Intended Use | Intended Use of Net Proceeds (million HKD) | Actual Utilisation (million HKD) | Unutilised (million HKD) | Expected Timeline for Intended Use | | :--- | :--- | :--- | :--- | :--- | | Repayment of the Group's Liabilities | 90.6 | 69.3 | 21.3 | Before August 31, 2025 | | General Working Capital | 38.8 | 15.1 | 23.7 | Before December 31, 2025 | | Total | 129.4 | 84.4 | 45.0 | | Human Resources and Remuneration Policy The Group's average number of employees increased to approximately 580, with total staff costs rising to 444.7 million HKD, offering competitive remuneration, benefits, and emphasizing employee training - The Group's average number of employees was approximately 580, with total staff costs of 444.7 million HKD[85] - Competitive remuneration, benefits, and training allowances are provided[85] Other Information This section provides additional information on corporate governance, auditor review, and significant events after the reporting period Review of Preliminary Announcement The auditor has confirmed that the financial figures in the preliminary results announcement align with the audited consolidated financial statements, but has not expressed any opinion or assurance conclusion on the preliminary announcement - The auditor has confirmed that the financial figures in the preliminary results announcement align with the audited statements, but has not expressed an opinion on the preliminary announcement[86] Audit Committee The Group has established an Audit Committee comprising three independent non-executive directors, responsible for reviewing and overseeing financial reporting processes, risk management, and internal control systems - The Audit Committee comprises three independent non-executive directors, responsible for reviewing financial reporting, risk management, and internal controls[87] Corporate Governance The Group has consistently complied with all applicable code provisions of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules throughout FY2025 - The Group complied with all applicable provisions of the Corporate Governance Code in FY2025[88] Standard Code for Securities Transactions by Directors The Group has adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and directors have confirmed compliance with its requirements - The Group has adopted the Standard Code, and directors have confirmed compliance[89] Purchase, Sale or Redemption of the Company's Listed Securities Neither the Group nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during FY2025 - Neither the Group nor its subsidiaries purchased, sold, or redeemed the Company's listed securities in FY2025[90] Events After Reporting Period Subsequent to the reporting period, on July 23, 2025, the Group increased its loan facility under the operating loan agreement from GBP 100,000,000 to GBP 150,000,000 - Operating loan facility increased from GBP 100,000,000 to GBP 150,000,000 on July 23, 2025[91] Publication of Annual Results Announcement and Annual Report This announcement has been published on the Company's and the Stock Exchange's websites, and the annual report will be dispatched to shareholders in due course - The annual results announcement has been published on the Company's and the Stock Exchange's websites, and the annual report will be dispatched to shareholders in due course[92]