Consolidated Statement of Profit or Loss and Other Comprehensive Income Overview of Profit or Loss and Comprehensive Income For the fiscal year ended June 30, 2025, the Group's revenue significantly decreased by 66.2% to 97,408 thousand Ringgit, with the loss for the year narrowing to 31,173 thousand Ringgit and loss per share improving to 2.83 sen Ringgit Key Data from Consolidated Statement of Profit or Loss and Other Comprehensive Income | Metric | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 97,408 | 288,093 | -66.2% | | Cost of sales | (91,064) | (283,206) | -67.9% | | Gross profit | 6,344 | 4,887 | +29.8% | | Loss before tax | (30,726) | (37,829) | -18.7% | | Loss for the year | (31,173) | (37,906) | -17.7% | | Loss for the year attributable to owners of the Company | (28,338) | (32,744) | -13.5% | | Loss per share (sen Ringgit) | (2.83) | (3.27) | -13.5% | - Net other comprehensive expenses for the year amounted to (1,475) thousand Ringgit, primarily due to exchange differences arising from the translation of foreign operations of (1,571) thousand Ringgit5 Consolidated Statement of Financial Position Overview of Financial Position As of June 30, 2025, the Group's total net assets were 74,584 thousand Ringgit, a 30.4% decrease from the prior year, with net current assets at 64,863 thousand Ringgit and a current ratio of 1.9 times, indicating decreased but still stable liquidity Key Data from Consolidated Statement of Financial Position | Metric | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Non-current assets | 10,581 | 15,807 | -33.0% | | Current assets | 135,652 | 165,712 | -18.2% | | Current liabilities | 70,789 | 73,891 | -4.2% | | Net current assets | 64,863 | 91,821 | -29.3% | | Net assets | 74,584 | 107,232 | -30.4% | | Equity attributable to owners of the Company | 80,671 | 110,919 | -27.3% | - Trade and other receivables decreased from 76,830 thousand Ringgit to 60,602 thousand Ringgit, and contract assets decreased from 49,918 thousand Ringgit to 35,214 thousand Ringgit, reflecting collection challenges in the Group's China operations6 - Assets classified as held for sale increased by 4,689 thousand Ringgit, primarily due to the disposal of freehold land in Johor, Malaysia628 Notes to the Consolidated Financial Statements 1. General Information TBK & Sons Holdings Limited is incorporated in the Cayman Islands, primarily engaged in civil and structural engineering in Malaysia and China, and trading of petroleum and related products in China, with its functional currency in HKD and financial statements presented in Malaysian Ringgit - The Company is an investment holding company, with subsidiaries primarily engaged in civil and structural engineering in Malaysia and China, and trading of petroleum and related products in China9 - The Company's functional currency is HKD, but financial statements are presented in Malaysian Ringgit to better reflect how management monitors the Group's performance9 2. Application of New and Revised IFRSs This year, the Group first applied certain amendments to International Financial Reporting Standards issued by the IASB, including those on classification of liabilities as current or non-current, which had no significant impact on the financial position or performance for the current or prior years - This year marked the first application of IAS 1 (Amendments) Classification of Liabilities as Current or Non-current and IAS 1 (Amendments) Non-current Liabilities with Covenants1011 - The application of new accounting policies retrospectively reclassified liabilities as current or non-current, but had no significant impact on the consolidated financial statements11 - New IFRSs issued but not yet effective include IFRS 18 "Presentation and Disclosure in Financial Statements", expected to be effective on or after January 1, 20271315 3. Basis of Preparation of Consolidated Financial Statements The consolidated financial statements are prepared in accordance with International Financial Reporting Standards issued by the IASB and comply with applicable disclosure requirements of the HKEX Listing Rules and the Hong Kong Companies Ordinance - The consolidated financial statements are prepared in accordance with International Financial Reporting Standards issued by the IASB14 - The statements also include applicable disclosure information required by the HKEX Listing Rules and the Hong Kong Companies Ordinance14 4. Operating Segments The Group's operating segments include earthworks, civil engineering, building construction, building and renovation works, and trading of petroleum and related products; in FY2025, civil engineering projects contributed the highest revenue, while petroleum and related products trading revenue significantly decreased - The Group's reportable segments include earthworks projects, civil engineering projects, building construction projects, building and renovation works projects, and trading of petroleum and related products18 Segment Revenue and Gross Profit (2025) | Segment | Revenue (thousand Ringgit) | Gross Profit (thousand Ringgit) | | :--- | :--- | :--- | | Earthworks projects | 600 | 39 | | Civil engineering projects | 79,324 | 5,792 | | Building construction projects | 1,285 | 96 | | Building and renovation works projects | 15,847 | 65 | | Trading of petroleum and related products | 352 | 352 | | Total | 97,408 | 6,344 | - In FY2025, civil engineering projects were the largest source of revenue, while revenue from trading of petroleum and related products significantly decreased from 179,640 thousand Ringgit in 2024 to 352 thousand Ringgit1719 5. Revenue The Group's revenue primarily derives from civil and structural engineering services and trading of petroleum and related products, with total revenue for FY2025 at 97,408 thousand Ringgit, a significant decrease from 288,093 thousand Ringgit in 2024, mainly due to a sharp decline in petroleum and related products trading revenue - Revenue represents amounts received and receivable by the Group for providing civil and structural engineering and trading of petroleum and related products to customers20 Revenue by Recognition Timing and Business Type | Business Type | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Recognized over time (Engineering projects) | | | | Earthworks projects | 600 | 2,922 | | Civil engineering projects | 79,324 | 51,522 | | Building construction projects | 1,285 | 1,525 | | Building and renovation works projects | 15,847 | 52,484 | | Subtotal | 97,056 | 108,453 | | Recognized at a point in time | | | | Trading of petroleum and related products | 352 | 179,640 | | Total | 97,408 | 288,093 | - Revenue from trading of petroleum and related products significantly decreased from 179,640 thousand Ringgit in 2024 to 352 thousand Ringgit in 2025, which is the primary reason for the decline in total revenue21 6. Finance Costs Finance costs for the fiscal year amounted to 470 thousand Ringgit, an increase from the prior year, primarily due to interest on bank and other borrowings Finance Costs Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Interest on bank and other borrowings | 431 | 282 | | Interest on lease liabilities | 39 | 77 | | Total | 470 | 359 | - Finance costs increased by 30.9% from 359 thousand Ringgit in 2024 to 470 thousand Ringgit in 202521 7. Loss Before Tax Loss before tax for the fiscal year narrowed to 30,726 thousand Ringgit from 37,829 thousand Ringgit last year, primarily influenced by expected credit losses, employee benefit expenses, and subcontracting fees Key Deductions/Additions to Loss Before Tax | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Auditor's remuneration | 545 | 906 | | Amortisation of intangible assets | 127 | 164 | | Depreciation of property, plant and equipment | 653 | 1,156 | | Depreciation of right-of-use assets | 960 | 2,093 | | Impairment loss under ECL model, net of reversal | 17,437 | 22,120 | | Cost of inventories | 17,259 | 195,481 | | Subcontracting fees included in cost of sales | 48,510 | 60,082 | | Total employee costs | 26,737 | 30,022 | - Net impairment loss under the expected credit loss model decreased from 22,120 thousand Ringgit in 2024 to 17,437 thousand Ringgit in 202522 - Cost of inventories significantly decreased from 195,481 thousand Ringgit in 2024 to 17,259 thousand Ringgit in 2025, mainly related to the contraction of the petroleum trading business22 8. Income Tax Expense Income tax expense for the fiscal year significantly increased to 447 thousand Ringgit from 77 thousand Ringgit last year, primarily due to increased revenue and profit from civil and structural engineering in Malaysia Income Tax Expense Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Malaysia corporate income tax | 423 | 57 | | China corporate income tax | – | 14 | | Deferred tax | 24 | (25) | | Total Income Tax Expense | 447 | 77 | - The increase in income tax expense is primarily due to increased revenue and profit from the Group's civil and structural engineering operations in Malaysia during the fiscal year70 9. Loss Per Share Basic and diluted loss per share for the fiscal year was 2.83 sen Ringgit, an improvement from 3.27 sen Ringgit last year, mainly due to a reduction in loss attributable to owners of the Company Loss Per Share Calculation Data | Metric | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Loss for the year attributable to owners of the Company | (28,338) | (32,744) | | Weighted average number of ordinary shares | 1,000,000,000 | 1,000,000,000 | | Loss per share (Ringgit) | (0.0283) | (0.0327) | - The calculation of diluted loss per share did not assume the exercise of share options because the exercise price was higher than the average market price of the shares24 10. Dividends The Company has not paid or proposed to declare any dividends for the year ended June 30, 2025, or since the end of the reporting period - The Company has not paid or proposed to declare any dividends to ordinary shareholders for the fiscal year or since the end of the reporting period25 11. Trade and Other Receivables As of June 30, 2025, total trade and other receivables amounted to 60,602 thousand Ringgit, a decrease from 76,830 thousand Ringgit last year, with a significant increase in credit loss provisions, especially for trade receivables Trade and Other Receivables Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Trade receivables (net of provision) | 40,138 | 53,958 | | Advances to subcontractors and suppliers | 475 | 17,291 | | Other receivables (net of provision) | 20,385 | 22,172 | | Prepayments | 79 | 700 | | Total | 60,602 | 76,830 | - Credit loss provision for trade receivables increased from 22,987 thousand Ringgit in 2024 to 34,808 thousand Ringgit in 202526 Ageing Analysis of Trade Receivables (Gross) | Ageing | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | 1 to 90 days | 12,981 | 34,155 | | 91 to 180 days | 8,508 | 22,782 | | 181 to 270 days | 10,253 | 1,591 | | 271 to 360 days | 4,394 | 2,750 | | Over 360 days | 38,810 | 15,667 | | Total | 74,946 | 76,945 | 12. Assets Classified as Held for Sale New assets classified as held for sale amounted to 4,689 thousand Ringgit for the fiscal year, primarily freehold land in Johor, Malaysia, for which a sale and purchase agreement has been entered into with an independent third party - In April 2025, the Company's indirect wholly-owned subsidiary entered into a sale and purchase agreement to dispose of four parcels of freehold land in Johor, Malaysia, for approximately 11,462 thousand Ringgit28 - As of June 30, 2025, approximately 4,689 thousand Ringgit of freehold land was classified as assets held for sale, with no impairment loss recognized28 13. Trade and Other Payables As of June 30, 2025, total trade and other payables amounted to 65,650 thousand Ringgit, a slight decrease from 67,964 thousand Ringgit last year, with trade payables aged over 90 days significantly increasing Trade and Other Payables Breakdown | Item | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Trade payables | 49,028 | 53,864 | | Retention money payable | 2,080 | 1,222 | | Accrued expenses | 7,640 | 3,965 | | Other payables | 6,902 | 8,913 | | Total | 65,650 | 67,964 | Ageing Analysis of Trade Payables | Ageing | 2025 (thousand Ringgit) | 2024 (thousand Ringgit) | | :--- | :--- | :--- | | Within 30 days | 12,336 | 31,358 | | 31 to 60 days | 4,623 | 2,297 | | 61 to 90 days | 5,710 | 2,601 | | Over 90 days | 26,359 | 17,608 | | Total | 49,028 | 53,864 | - Trade payables aged over 90 days increased from 17,608 thousand Ringgit in 2024 to 26,359 thousand Ringgit in 2025, indicating delays in some payments30 14. Comparative Figures To enhance the relevance of the consolidated financial statements, certain comparative figures presented in the prior year's consolidated financial statements have been reclassified to align with the current year's presentation - To enhance presentation relevance, certain comparative figures in the prior year's consolidated financial statements have been reclassified31 Example of Comparative Figures Restatement | Item | Previously Reported (thousand Ringgit) | Reclassification (thousand Ringgit) | Restated (thousand Ringgit) | | :--- | :--- | :--- | :--- | | Net impairment loss on trade receivables and contract assets | (21,244) | 21,244 | – | | Impairment loss under ECL model, net of reversal | – | (22,120) | 22,120 | | Current liabilities - bank and other borrowings | 2,988 | 579 | 3,567 | | Non-current liabilities - bank and other borrowings | 975 | (579) | 396 | Management Discussion and Analysis Overall Economic Environment and Group Performance The global economy faces complex challenges, including geopolitical uncertainties, inflationary pressures, and weak productivity growth, compounded by a persistent downturn in China's property market, adversely impacting the Group's overall performance, with revenue significantly decreasing by 66.2% to 97.4 million Ringgit in the fiscal year - The global economy faces a complex and challenging environment, marked by heightened geopolitical uncertainties, persistent inflationary pressures, and sluggish productivity growth32 - The ongoing weakness in China's property market further constrained economic activity, adversely impacting the Group's overall performance32 - The Group's revenue for the fiscal year decreased by approximately 190.7 million Ringgit or 66.2% from approximately 288.1 million Ringgit to approximately 97.4 million Ringgit32 Civil and Structural Engineering in Malaysia Amid a favorable economic backdrop in Malaysia, the Group's civil and structural engineering business remained stable and showed an upward trend, with revenue growing 45.0% to 81.2 million Ringgit and gross profit margin improving to 7.3%, despite rising costs and increased competition - Malaysia's GDP grew by 5.1%, foreign exchange reserves increased, and the Ringgit appreciated against the US Dollar, creating a more favorable economic backdrop33 - The civil and structural engineering business in Malaysia remained relatively stable and showed a positive upward trend, but faced headwinds from rising costs, tightening profit margins, and intense price competition34 Financial Performance of Civil and Structural Engineering in Malaysia | Metric | 2025 (million Ringgit) | 2024 (million Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 81.2 | 56.0 | +45.0% | | Gross profit | 5.9 | 3.6 | +63.9% | | Gross profit margin | 7.3% | 6.4% | +0.9pp | Civil and Structural Engineering in China The weak property market in China posed significant challenges for the Group's civil and structural engineering business in the country, including intense competition, extended payment terms, and declining profit margins, leading to a 69.9% revenue decrease to 15.8 million Ringgit and a gross profit margin drop to 0.4%; the Group has slowed new project negotiations, focused on collections, and shifted towards smaller building and renovation works - The economic situation in China did not improve, with the persistent weakness in the property market leading to intense contract competition, extended payment terms, delayed progress certifications, customer payment delays, and declining profit margins for the Group's civil and structural engineering business in China35 - The Group has slowed new project negotiations, focused on completing ongoing projects, prioritized the recovery of trade receivables and contract assets, and strategically shifted towards smaller building and renovation works projects35 Financial Performance of Civil and Structural Engineering in China | Metric | 2025 (million Ringgit) | 2024 (million Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 15.8 | 52.5 | -69.9% | | Gross profit | 0.1 | 0.8 | -87.5% | | Gross profit margin | 0.4% | 1.5% | -1.1pp | Trading of Petroleum and Related Products in China The persistent sluggish market sentiment in China, weak demand for refined petroleum products due to the property downturn, and volatile international oil prices led to a 99.8% revenue decrease to 0.4 million Ringgit for the Group's petroleum trading business in China, prompting a cautious operating approach and revenue recognition on a net basis - The persistent sluggish market sentiment in China, coupled with the downturn in the property sector and reduced infrastructure projects, led to weak demand for refined petroleum products and falling prices37 - The ongoing Russia-Ukraine war and Israel-Palestine conflict exacerbated volatility in the international oil market, making it difficult for the Group to fully pass on increased supplier costs to customers37 Financial Performance of Trading of Petroleum and Related Products in China | Metric | 2025 (million Ringgit) | 2024 (million Ringgit) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 0.4 | 179.6 | -99.8% | | Gross profit | Not presented | 0.6 | -100% | | Gross profit margin | Not presented | 0.3% | -100% | Loss Attributable to Owners of the Company The loss attributable to owners of the Company for the fiscal year was approximately 28.3 million Ringgit, an improvement from 32.7 million Ringgit last year, primarily due to increased gross profit, a significant reduction in net expected credit losses, and substantially lower administrative expenses - The loss attributable to owners of the Company for the fiscal year was approximately 28.3 million Ringgit, an improvement from 32.7 million Ringgit last year38 - The improved financial results were primarily due to increased gross profit, a significant reduction in net impairment loss on expected credit losses for trade receivables, contract assets, and other receivables, and a substantial decrease in administrative expenses38 Business Review Civil and Structural Engineering in Malaysia The Group's civil and structural engineering business in Malaysia maintained stable growth, with revenue increasing 45.0% to 81.2 million Ringgit; civil engineering projects were the main growth driver, while earthworks and building construction project revenues declined, and as of June 30, 2025, the Group had 7 projects on hand - The Group holds CE, B, and ME Class G7 qualifications in Malaysia, the highest contractor licenses under the Construction Industry Development Board, allowing it to undertake civil and structural engineering projects with unlimited tender/contract value39 Malaysia Civil and Structural Engineering Revenue Breakdown | Nature of Works | 2025 (thousand Ringgit) | Approx. % (2025) | 2024 (thousand Ringgit) | Approx. % (2024) | | :--- | :--- | :--- | :--- | :--- | | Earthworks projects | 600 | 0.7 | 2,922 | 5.2 | | Civil engineering projects | 79,324 | 97.7 | 51,522 | 92.1 | | Building construction projects | 1,285 | 1.6 | 1,525 | 2.7 | | Total | 81,209 | 100.0 | 55,969 | 100.0 | - Revenue from civil engineering projects increased by approximately 54.0% to 79.3 million Ringgit, driven by new and ongoing projects42 - As of June 30, 2025, the Group had 7 projects on hand in Malaysia, primarily civil engineering projects45 Civil and Structural Engineering in China The Group's civil and structural engineering business in China faced severe challenges, with revenue significantly decreasing by 69.9% to 15.8 million Ringgit; the Group has slowed new project negotiations, focused on completing ongoing projects and collecting receivables, and strategically shifted towards smaller building and renovation works to mitigate payment delays - In April 2022, the Group acquired a 75% equity interest in Qingdao Xinhongyao Construction Technology Co., Ltd., which engages in building and renovation works projects in China and has obtained relevant qualification certificates and management system certifications46 - The China business faces significant challenges including intense contract competition, extended payment terms, delayed progress certifications, customer payment delays, and declining profit margins47 - The Group has slowed new project negotiations, focused on completing ongoing projects, prioritized the recovery of trade receivables and contract assets, and strategically shifted towards smaller building and renovation works projects47 - As of June 30, 2025, the Group had 10 projects on hand in China, primarily involving building and renovation works49 Trading of Petroleum and Related Products in China Affected by the sluggish Chinese market, weak property sector, and volatile international oil prices, the Group's revenue from trading of petroleum and related products in China significantly decreased by 99.8% to 0.4 million Ringgit, leading the Group to adopt a cautious operating approach and enter into only one petroleum trading agency agreement this fiscal year - The persistent sluggish market sentiment in China, coupled with the downturn in the property sector and reduced infrastructure projects, led to weak demand for refined petroleum products and falling prices50 - The ongoing Russia-Ukraine war and Israel-Palestine conflict exacerbated volatility in the international oil market, making it difficult for the Group to fully pass on increased supplier costs to customers50 - Only one petroleum trading agency agreement was entered into during the fiscal year, resulting in a significant 99.8% decrease in revenue to approximately 0.4 million Ringgit50 Outlook and Financial Review Outlook The Group anticipates facing similar challenges in the 2025/2026 fiscal year as the previous year, including slowing global growth, geopolitical uncertainties, high interest rates, and a depressed Chinese property market; the Group will adopt a cautious approach, explore new opportunities, expand its customer base, and diversify into new energy-related processing and logistics businesses - Global growth is decelerating, representing one of the weakest five-year outlooks in decades, impacted by persistent structural challenges such as slowing productivity growth, escalating geopolitical uncertainties, rising financing costs, and increasing trade tensions51 - The Group expects to face similar challenges in the 2025/2026 fiscal year, including difficulties in securing new projects, pressure on profit margins, a depressed Chinese property market, and slowing infrastructure projects51 - The Group will adopt a cautious and risk-aware approach, exploring business opportunities in Malaysia, China, and neighboring countries, actively seeking new projects, expanding its customer base and supply sources, and exploring business diversification, including new energy-related processing and logistics businesses51 Financial Review This section provides a detailed review of the Group's revenue, cost of sales, gross profit, selling and distribution expenses, administrative expenses, impairment losses, finance costs, income tax expense, and loss and loss per share, along with an analysis of the reasons for changes in each item Revenue Revenue from civil and structural engineering in Malaysia increased by 45.0% to 81.2 million Ringgit in the fiscal year - For the fiscal year, revenue from civil and structural engineering in Malaysia increased by approximately 45.0% from approximately 56.0 million Ringgit for the year ended June 30, 2024, to approximately 81.2 million Ringgit for the current fiscal year53 Cost of Sales Cost of sales for civil and structural engineering in Malaysia increased by 43.7% to 75.3 million Ringgit, consistent with revenue growth; cost of sales for civil and structural engineering in China decreased in line with declining revenue; the China petroleum trading business recorded zero cost of sales due to a shift to an agency model Malaysia Civil and Structural Engineering Direct Costs Breakdown | Item | 2025 (thousand Ringgit) | Approx. % (2025) | 2024 (thousand Ringgit) | Approx. % (2024) | | :--- | :--- | :--- | :--- | :--- | | Direct materials | 16,559 | 22.0 | 16,178 | 30.9 | | Subcontracting fees | 35,237 | 46.8 | 11,533 | 22.0 | | Direct labor | 16,090 | 21.4 | 15,887 | 30.3 | | Machinery and equipment rental | 1,041 | 1.3 | 1,457 | 2.8 | | Depreciation | 814 | 1.1 | 1,470 | 2.8 | | Other costs | 5,541 | 7.4 | 5,884 | 11.2 | | Total | 75,282 | 100.0 | 52,409 | 100.0 | - Cost of sales for civil and structural engineering in Malaysia increased by approximately 43.7% to 75.3 million Ringgit, consistent with the increase in revenue55 - Cost of sales for civil and structural engineering in China was approximately 15.8 million Ringgit (2024: 51.7 million Ringgit), consistent with the decrease in revenue, primarily due to reduced construction work subcontracted to subcontractors60 - The China petroleum and related products trading business recorded no cost of sales (2024: approximately 179.1 million Ringgit) as the Group acted as an agent and recognized revenue on a net basis64 Gross Profit and Gross Margin Gross profit for civil and structural engineering in Malaysia increased by 63.9% to 5.9 million Ringgit, with the gross profit margin improving to 7.3%; gross profit for civil and structural engineering in China significantly decreased to 0.1 million Ringgit, with the gross profit margin falling to 0.4%; the China petroleum trading business did not present gross profit due to its agency model - Gross profit for civil and structural engineering in Malaysia increased by approximately 63.9% to 5.9 million Ringgit, with the gross profit margin increasing from approximately 6.4% to approximately 7.3%56 - Gross profit for civil and structural engineering in China was approximately 0.1 million Ringgit (2024: 0.8 million Ringgit), with a gross profit margin of approximately 0.4% (2024: 1.5%), primarily due to decreased gross profit from newly provided construction labor projects and reduced subcontracted work61 - The China petroleum and related products trading business did not present gross profit or gross profit margin as the Group acted as an agent and recognized revenue on a net basis64 Selling and Distribution Expenses Selling and distribution expenses for the fiscal year were approximately 0.4 million Ringgit, a decrease from 0.7 million Ringgit last year, primarily due to reduced employee and related expenses resulting from lower revenue - Selling and distribution expenses were approximately 0.4 million Ringgit (2024: 0.7 million Ringgit), with the decrease primarily due to reduced employee and related expenses resulting from lower revenue65 Administrative Expenses Administrative expenses for the fiscal year were approximately 18.3 million Ringgit, a decrease from 20.8 million Ringgit last year, primarily due to reduced employee and related expenses - Administrative expenses were approximately 18.3 million Ringgit (2024: 20.8 million Ringgit), with the decrease primarily due to reduced employee and related expenses66 - Employee benefit expenses were the main component of administrative expenses, accounting for approximately 57.7% (2024: 63.7%) of administrative expenses66 Net Impairment Loss on Trade Receivables, Contract Assets and Other Receivables Net impairment loss recognized for the fiscal year was approximately 17.4 million Ringgit, a decrease from 22.1 million Ringgit last year; however, impairment provisions for trade receivables and contract assets still significantly increased, mainly due to customer payment delays - Net impairment loss on expected credit losses for trade receivables, contract assets, and other receivables recognized for the fiscal year was approximately 17.4 million Ringgit (2024: 22.1 million Ringgit)67 Impairment Loss Provisions | Item | 2025 (million Ringgit) | 2024 (million Ringgit) | | :--- | :--- | :--- | | Trade receivables | 34.8 | 23.0 | | Contract assets | 6.4 | 3.0 | | Other receivables | 0.6 | 0.9 | - The increase in expected credit losses was primarily due to customer payment delays, reflecting negative changes in credit risk associated with outstanding trade receivables and contract assets67 - The Group has established monitoring procedures, actively communicates with customers, and has slowed new project negotiations in China to focus on collection procedures68 Finance Costs Finance costs for the fiscal year were approximately 0.5 million Ringgit, an increase from 0.4 million Ringgit last year, primarily due to interest on bank and other borrowings - Finance costs refer to interest on bank overdrafts, bank and other borrowings, and lease liabilities69 - For the years ended June 30, 2025 and 2024, the Group recorded finance costs of approximately 0.5 million Ringgit and 0.4 million Ringgit, respectively69 Income Tax Expense Income tax expense for the fiscal year was approximately 447,000 Ringgit, a significant increase from 77,000 Ringgit last year, primarily due to increased revenue and profit from civil and structural engineering in Malaysia - Income tax expense for the fiscal year was approximately 447,000 Ringgit (2024: 77,000 Ringgit)70 - The increase was primarily due to increased revenue and profit from the Group's civil and structural engineering operations in Malaysia during the fiscal year70 Loss and Loss Per Share The loss attributable to owners of the Company for the fiscal year was approximately 28.3 million Ringgit, with a loss per share of approximately 2.83 sen Ringgit, both showing improvement from last year, primarily due to increased gross profit and a significant reduction in net impairment losses - The loss attributable to owners of the Company for the fiscal year was approximately 28.3 million Ringgit (2024: 32.7 million Ringgit)71 - The loss per share for the fiscal year was approximately 2.83 sen Ringgit (2023: 3.27 sen Ringgit)71 - The improved financial results were primarily due to increased gross profit and a significant reduction in net impairment loss on expected credit losses for trade receivables, contract assets, and other receivables71 Key Financial Ratios Overview of Key Financial Ratios As of June 30, 2025, the Group's current ratio and quick ratio both decreased, the debt-to-asset ratio increased, and return on equity and return on total assets remained negative but improved, while interest coverage ratio remained negative Key Financial Ratios | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Current ratio (times) | 1.9 | 2.3 | | Quick ratio (times) | 1.9 | 2.3 | | Debt-to-asset ratio (%) | 5.5 | 4.5 | | Debt-to-equity ratio (%) | Not applicable | Not applicable | | Return on equity (%) | (41.8) | (35.4) | | Return on total assets (%) | (21.3) | (20.9) | | Interest coverage ratio (times) | (64.4) | (104.4) | - Both the current ratio and quick ratio decreased from 2.3 times to 1.9 times, indicating weakened liquidity7273 - The debt-to-asset ratio increased from 4.5% to 5.5%, indicating an increased proportion of debt to total equity7274 Liquidity, Financial Resources and Capital Structure Financial Policy The Group has adopted a prudent financial management policy aimed at ensuring proper fund recovery and allocation, maintaining sufficient funds to meet commitments, preserving adequate liquidity for operating expenses, and streamlining operational processes to save costs - The Group has adopted a prudent financial management policy to ensure proper and effective recovery and allocation of funds, maintain sufficient funds to meet capital commitments, preserve adequate liquidity to cover operating cash flows, project expenditures, and administrative expenses, and streamline operational processes to save construction-related costs75 - The Board closely monitors the Group's liquidity position to ensure that the liquidity structure of assets, liabilities, and other commitments can meet its funding needs75 Dividends The Board does not recommend the payment of a final dividend for the fiscal year - The Board does not recommend the payment of a final dividend for the fiscal year (2024: nil)76 Capital and Reserves As of June 30, 2025, the Company's issued share capital was 5.3 million Ringgit, with total equity of approximately 80.7 million Ringgit, primarily comprising share capital and reserves; the Group's cash and cash equivalents were approximately 25.2 million Ringgit, and total lease liabilities and bank borrowings were approximately 4.1 million Ringgit - The Company's issued share capital is 5.3 million Ringgit, with 1,000,000,000 ordinary shares in issue77 Cash and Borrowings Situation | Item | 2025 (million Ringgit) | 2024 (million Ringgit) | | :--- | :--- | :--- | | Pledged fixed deposits | 6.8 | 6.6 | | Cash and cash equivalents | 25.2 | 28.9 | | Lease liabilities | 1.1 | 0.8 | | Bank and other borrowings | 3.0 | 4.0 | - Total equity attributable to owners of the Company was approximately 80.7 million Ringgit (2024: 110.9 million Ringgit), primarily comprising share capital and reserves77 Other Information Significant Investments, Acquisitions or Disposals of Subsidiaries and Associates Except for the property disposal disclosed in this announcement, the Group had no other significant investments, acquisitions, or disposals of subsidiaries and associates during the fiscal year - Save as disclosed in this announcement, the Group had no significant investments, significant acquisitions or disposals of subsidiaries and associates during the fiscal year78 Capital Commitments As of June 30, 2025 and 2024, the Group had no significant capital commitments - As of June 30, 2025 and 2024, the Group had no significant capital commitments79 Discloseable Transaction - Disposal of Property In April 2025, the Group disposed of certain freehold land in Johor, Malaysia, for a total consideration of approximately 11.46 million Ringgit; this transaction constituted a discloseable transaction but was not timely reported and announced due to management oversight, resulting in non-compliance with the Listing Rules - In April 2025, the Group disposed of certain freehold land in Johor, Malaysia, for a total consideration of approximately 11.46 million Ringgit80 - This disposal constituted a discloseable transaction, but due to unintentional oversight by management, it was not reported and announced in a timely manner, constituting non-compliance with Chapter 14 of the Listing Rules80 Pledge of Assets As of June 30, 2025, certain freehold land, right-of-use assets for leasehold land and buildings, and fixed deposits of the Group were pledged as security for bank financing - As of June 30, 2025, certain freehold land with a net book value of 4.7 million Ringgit, right-of-use assets for certain leasehold land and buildings with a total net book value of approximately 1.6 million Ringgit, and fixed deposits of approximately 6.8 million Ringgit were pledged as security for bank financing granted to the Group81 Future Plans for Material Investments and Capital Assets Except as disclosed in this announcement, the Group has no specific plans for any material investments or capital assets in the coming year - Save as disclosed in this announcement, the Group has no specific plans for any material investments or capital assets in the coming year82 Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities or pending litigations - As of June 30, 2025, the Group had no significant contingent liabilities or pending litigations83 Post-Reporting Period Event - Issuance of Promissory Notes On July 8, 2025, the Company's direct wholly-owned subsidiary entered into an agreement with an independent third party for the issuance of promissory notes with a total principal amount of up to 9.5 million USD, which was fully completed in August 2025 - On July 8, 2025, the Company's direct wholly-owned subsidiary entered into an agreement with an independent third-party subscriber for the issuance of promissory notes with a total principal amount of up to 9.5 million USD84 - The notes are secured by a charge over the entire issued share capital of TBKS Holding Sdn. Bhd., an indirect wholly-owned subsidiary held by the Company through the issuer, and the subscription was fully completed in August 202584 Other Corporate Information Pledge of Shares A total of 600,000,000 shares held by TBKS International were pledged to an independent third party on September 28, 2021, as collateral for a loan facility of 180,000,000 HKD provided to TBKS International, representing 60% of the Company's issued share capital - A total of 600,000,000 shares held by TBKS International were pledged to an independent third party on September 28, 2021, as collateral for a loan facility of 180,000,000 HKD provided to TBKS International85 - The pledged shares represent 60% of the Company's issued share capital as of the date of this announcement85 Foreign Currency Risk The Group primarily operates in Malaysia, and fluctuations in the value of the Malaysian Ringgit against other currencies may adversely affect the Group's business, financial condition, and operating results; management will monitor foreign currency risk and consider hedging activities - The Group primarily operates in Malaysia, and fluctuations in the value of the Malaysian Ringgit against other currencies will generate foreign currency exchange gains or losses and may adversely affect the Group's business, financial condition, and operating results86 - Management will monitor the Group's foreign currency risk and will consider undertaking foreign exchange hedging activities to mitigate the impact of foreign currency exchange rate movements86 - The Group did not use any derivative financial instruments during the fiscal year86 Employees and Remuneration Policy As of June 30, 2025, the Group had 460 employees; the Group values human capital management, providing continuous training and competitive remuneration packages including basic salaries, discretionary bonuses, and allowances, with total employee costs for the fiscal year amounting to approximately 26.7 million Ringgit - As of June 30, 2025, the Group had 460 employees (2024: 513 employees)87 - The Group provides employees with induction training programs, continuous training and development, and competitive remuneration packages including basic salaries, discretionary bonuses, and allowances87 - For the fiscal year, the Group's employee costs (including directors' remuneration) were approximately 26.7 million Ringgit (2024: 30.0 million Ringgit)87 Comparison of Business Objectives and Strategies with Actual Business Progress The Group's business objectives and strategies include reserving funds, expanding the workforce, acquiring machinery, funding upfront expenses for new projects, acquiring businesses, reserving working capital, expanding petroleum trading, and seeking future investment opportunities; as of June 30, 2025, most of the net proceeds have been utilized, with the remaining 5.0 million HKD to be used for general working capital and fully utilized by June 30, 2026 - The Group's business objectives and strategies include reserving funds to meet performance bond requirements, expanding the workforce, acquiring machinery, funding upfront expenses for new projects, acquiring businesses, reserving for working capital purposes, expanding and developing the petroleum trading business, and seeking future investment opportunities8889 Use of Net Proceeds and Progress | Item | Original Allocation (million HKD) | Revised Allocation (million HKD) | Utilized as of June 30, 2024 (million HKD) | Utilized in Current Fiscal Year (million HKD) | Unutilized as of June 30, 2025 (million HKD) | | :--- | :--- | :--- | :--- | :--- | :--- | | Performance bonds | 8.9 | (8.9) | – | – | – | | Workforce expansion | 13.4 | (13.4) | – | – | – | | Machinery acquisition | 17.8 | (17.8) | – | – | – | | Upfront expenses for new projects | 26.7 | (14.8) | (11.9) | – | – | | Business acquisitions | 13.4 | (13.4) | – | – | – | | Working capital | 4.8 | 24.1 | (16.9) | (7.0) | 5.0 | | Petroleum trading business | – | 40.0 | (40.0) | – | – | | Future investment opportunities | – | 4.2 | (4.2) | – | – | | Total | 85.0 | – | (73.0) | (7.0) | 5.0 | - As of June 30, 2025, the unutilized net proceeds were approximately 5.0 million HKD, which will be used for general working capital and fully utilized by June 30, 20269091 - The reasons for changing the use of proceeds include the impact of the pandemic, geopolitical tensions, inflation, and high interest rates on global economic activity, as well as the weak real estate market in China, leading the Group to adopt a cautious approach for more effective allocation of financial resources92 Share Option Scheme The Company has adopted a share option scheme to incentivize and reward eligible persons; as of June 30, 2025, 10,000,000 share options remained unexercised with an exercise price of 0.35 HKD per share, valid until May 11, 2026, and no share options were granted, exercised, cancelled, or lapsed during the fiscal year - The share option scheme aims to grant share options to employees, suppliers, customers, technical support personnel, shareholders, or other participants as incentives or rewards93 - On May 12, 2021, the Company granted a total of 10,000,000 share options to two eligible persons, with an exercise price of 0.35 HKD per share, valid until May 11, 202694 - As of June 30, 2025, the total number of securities available for issue under the share option scheme was 90,000,000 shares, representing 9% of the issued share capital, with no changes in share options during the fiscal year94 Directors' Rights to Acquire Shares or Debentures Save for the share option scheme, no arrangements were entered into by the Company or its subsidiaries during the fiscal year that would enable directors to acquire benefits by acquiring shares or debentures of the Company or any other body corporate - Save for the share option scheme, no arrangements were entered into by the Company or its subsidiaries during the fiscal year that would enable directors to acquire benefits by acquiring shares or debentures of the Company or any other body corporate96 Purchase, Sale or Redemption of the Company's Listed Securities During the fiscal year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities - During the fiscal year, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities97 Directors' Securities Transactions The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules, and all Directors have confirmed compliance with its requirements throughout the fiscal year - The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 of the Listing Rules98 - Following specific enquiries made to the Directors, all Directors have confirmed their compliance with the requirements of the Model Code throughout the fiscal year98 Corporate Governance The Company is committed to implementing good corporate governance, has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, and has complied with the applicable code throughout the fiscal year - The Company is committed to fulfilling its responsibilities to shareholders by safeguarding and enhancing shareholder value through good corporate governance99 - The Company has adopted the Corporate Governance Code as set out in Appendix C1 of the Listing Rules and has complied with the applicable Corporate Governance Code throughout the fiscal year99 Audit Committee The Audit Committee, comprising three independent non-executive directors with Mr. Chu Ho Tin as Chairman, has reviewed the audited consolidated financial statements for the year ended June 30, 2025, and found them to be in compliance with applicable accounting standards and requirements - The Audit Committee was established on September 5, 2019, and comprises three independent non-executive directors, with Mr. Chu Ho Tin as Chairman100 - The Audit Committee has reviewed the audited consolidated financial statements for the year ended June 30, 2025, and is of the opinion that the results were prepared in accordance with applicable accounting standards and requirements and the Listing Rules, and that adequate disclosures have been made100 Auditor's Scope of Work The Company's auditor, Kuan & Co. (Hong Kong) CPA Limited, has agreed to the consolidated financial statement data contained in the preliminary announcement, but its work does not constitute an assurance engagement, and therefore no opinion or assurance conclusion is issued on the preliminary announcement - The Company's auditor, Kuan & Co. (Hong Kong) CPA Limited, has agreed to the data in the consolidated statement of financial position, consolidated statement of profit or loss and other comprehensive income, and related notes for the Group for the year ended June 30, 2025, as contained in the preliminary announcement101 - The work performed by the auditor in this regard does not constitute an assurance engagement, and therefore no opinion or assurance conclusion is issued on this preliminary announcement101 Publication on Company and HKEX Websites This annual results announcement has been published on the Company's website and the HKEX website; the Company's annual report for the year ended June 30, 2025, will be dispatched to shareholders in due course and will be available on the same websites - This annual results announcement has been published on the Company's website (www.tbkssb.com.my) and the HKEX website (www.hkexnews.hk)[102](index=102&type=chunk) - The Company's annual report for the year ended June 30, 2025, will be dispatched to shareholders in due course and will be available on the same websites102
TBKS HLDGS(01960) - 2025 - 年度业绩