股票編號 026 二零二五年度年報 | 公司資料 | 2 | | --- | --- | | 董事報告書 | 3-10 | | 環境、社會及管治報告 | 11-23 | | 企業管治報告 | 24-34 | | 董事局主席報告書 | 35-36 | | 董事及高級行政人員簡介 | 37-38 | | 獨立核數師報告 | 39-42 | | 綜合收益表 | 43 | | 綜合全面收益表 | 44 | | 綜合財務狀況表 | 45 | | 綜合權益變動表 | 46-47 | | 綜合現金流動表 | 48-49 | | 財務報表附註 | 50-86 | | 財政撮要 | 87 | | 集團物業 | 88 | 公司資料 董事局 執行董事 顏亨利醫生 主席 翁順來 行政總裁 Michael John MOIR 非執行董事 顏淑嫺醫生（於2025年6月2日獲委任） 獨立非執行董事 Anthony Grahame STOTT 陳智文 周明德醫生 Lynne Jane ARNETT（於2024年9月6日獲委任） 秘書 朱麗珊 註冊辦事處 香港北角英皇道510號港運大廈26樓2606-08室 銀行 香港上海滙豐銀行有限公司 渣 ...

超大現代農業（控股）有限公司 (於開曼群島註冊成立之有限公司) (股份代號: 682) 年度報告 2024/2025 目錄 | 公司資料 | 2 | | --- | --- | | 主席報告 | 4 | | 管理層討論與分析 | 6 | | 企業管治報告 | 9 | | 環境、社會及管治報告 | 22 | | 董事及高級行政人員簡介 | 56 | | 董事會報告 | 59 | | 獨立核數師報告 | 71 | | 綜合損益及其他全面收益表 | 76 | | 綜合財務狀況表 | 78 | | 綜合權益變動表 | 80 | | 綜合現金流量表 | 81 | | 綜合財務報表附註 | 83 | | 五年財務概要 | 140 | 公司資料 董事會 執行董事 郭浩先生 （主席） 況巧先生 非執行董事 葉志明先生 獨立非執行董事 馮志堅先生 譚政豪先生 李英女士 審核委員會 譚政豪先生 （主席） 馮志堅先生 李英女士 薪酬委員會 馮志堅先生 （主席） 譚政豪先生 況巧先生 提名委員會 馮志堅先生 （主席） 郭浩先生 況巧先生 譚政豪先生 李英女士 授權代表 郭浩先生 葉志明先生 公司秘書 楊文哲先生 2024 / 202 ...

Sales and Payment Issues - The company sold 32,863,966 tons of graphite ore to Aspect Group Limited (AGL) for a total price of $296,433,000, with payment due by September 30, 2025[2] - AGL failed to make the payment by the agreed date, prompting the company to issue a default notice and consider all legal means to protect its interests[3] - The company rejected AGL's proposal to extend the payment deadline to December 31, 2026, or to return unused graphite ore due to uncontrollable risks in Madagascar[7] - A settlement agreement was signed on October 16, 2025, allowing AGL's collateral to be used to settle the outstanding payment[5] Political and Operational Challenges - The company believes that selling all production lines and facilities in Madagascar was a correct decision due to the unstable political situation[7] - The political instability in Madagascar has made sales, storage, production, transportation, and personnel deployment extremely challenging[7]

Financial Performance - The Group reported a consolidated financial statement for the year ended June 30, 2025, with a focus on sustainable business development and exploring new opportunities[11]. - For the year ended June 30, 2025, the Group's revenue decreased by 26.6% to approximately HK$60,749,000 compared to HK$82,817,000 in 2024[149]. - Gross profit for the same period decreased by 25.2% to approximately HK$13,252,000 from HK$17,724,000 in 2024[149]. - The loss for the year narrowed to approximately HK$42,940,000, down from a loss of approximately HK$72,084,000 in the previous year[149]. - Basic and diluted loss per share was HK8 cents, compared to HK16 cents in 2024[150]. - Total assets as of June 30, 2025, were approximately HK$607,732,000, down from HK$661,398,000 in 2024[154]. - Total borrowings decreased to approximately HK$68,099,000 from HK$84,841,000 in 2024, resulting in a gearing ratio of approximately 17.9%[155]. - Net assets amounted to approximately HK$380,585,000, down from HK$419,022,000 in 2024[158]. - Administrative expenses decreased to approximately HK$35,725,000 from HK$40,907,000 in 2024[151]. - Fair value loss on investment properties was approximately HK$15,680,000, compared to HK$17,294,000 in 2024[150]. - The Group held investments at fair value through profit or loss of approximately HK$140,000 as of June 30, 2025[159]. - No dividend was recommended or declared for the year ended June 30, 2025, consistent with 2024[170]. Business Operations - The Group is engaged in multiple business sectors, including metal recycling, motor accessories, car parking rental, money lending, and securities trading[12]. - The Group's principal activities include metal recycling, motor and motor accessories, car parking space rental, money lending, and securities trading and investment[198]. - The Group also engages in green technology markets, focusing on research, development, and application of solutions for environmental, agricultural, and organic markets in the PRC and overseas[198]. - The Group has a hotel leasing business in Nepal, contributing to its diversified portfolio[12]. - The Group's operations are primarily focused on chemical and agricultural product trading, with two business segments[167]. Investment Properties - The Group holds an 80% interest in an investment property in PRC, with a total gross floor area of approximately 2,598.80 sq.m (or about 27,973.48 sq.ft.)[14]. - A resolution was passed for the disposal of the 80% interest in the PRC investment property, with a deposit of HK$11,800,000 received and a balance of HK$47,200,000 to be received upon completion[15]. - The Completion Date for the property transaction has been extended to on or before August 11, 2025[20]. - The investment properties include two locations, one in PRC and one in Hong Kong, enhancing the Group's asset base[18]. - The Group holds a 100% interest in a Hong Kong investment property comprising 95 car parking spaces, leased under a government lease for a term of 999 years[25]. Biological Assets - The total volume of standing timbers on the plantation land is estimated at 460,461 m³ based on a forestry survey conducted by CNBM[36]. - The Company has rights to control and potentially produce economic benefits from biological assets classified under Hong Kong Accounting Standard 41 Agriculture[34]. - The fair value of biological assets is determined using a market-based approach, factoring in total volume, recovery rate, market price, cutting costs, and scrap sale income[35]. - The plantation land acquired by the Group spans approximately 30,000 mu and is under a 30-year timber cutting right agreement[27]. - The Group's rights concerning the biological assets are maintained despite the absence of certain forestry operation permits[34]. - The Company engaged independent professionals for forestry surveying to ensure accurate valuation of biological assets[33]. - The fair value of the Group's biological assets as of June 30, 2025, is approximately RMB172,756,000, a decrease from RMB177,731,000 in 2024, representing a non-cash change[47]. - The total volume of standing timbers increased by 1,064 cubic meters from 459,397 cubic meters at the end of the last financial year to 460,461 cubic meters, reflecting a growth of 0.23% due to natural growth of polar trees[46]. - The market price of polar tree timber decreased from RMB496 per cubic meter at the end of the last financial year to RMB481 per cubic meter, a decline of 3.02%[46]. - The recovery rate applied in the valuation is 80%, with cutting costs accounting for 6% of revenue and scrap sale income contributing 3.5% of revenue[44]. - The Group recorded net losses from major non-current assets of approximately HK$25,592,000 for the year ended June 30, 2025, compared to HK$60,445,000 in 2024[48]. - The Group has not appointed a Plantation Land maintenance operator since July 2018, impacting the optimization of biological assets[46]. - The Group is exploring opportunities to participate in the carbon market using carbon credits produced at the Plantation Land[56]. - The Group will evaluate the economic return from biological assets after assessing the harvest quota and analyzing associated risks[57]. Loan Portfolio - The Group recorded loan interest income of approximately HK$368,000 for the year, an increase from approximately HK$307,000 in 2024, reflecting a growth of about 19.9%[73]. - As of June 30, 2025, the outstanding principal amount of loan receivables was approximately HK$5,315,000, a decrease from approximately HK$5,517,000 in 2024, representing a decline of about 3.7%[73]. - The Group's loan portfolio as of June 30, 2025, totaled approximately HK$15,810,000, with the largest borrower accounting for approximately HK$7,177,000, or 45.4% of the total[86]. - The Group's money lending services primarily target corporate or personal loans not exceeding HK$5 million, focusing on small to medium-sized corporations and professionals referred by senior management[74]. - No provision for impairment loss of loan receivables was deemed necessary during the year, consistent with the previous year[73]. - The internal control procedures for loan assessment include reviewing financial statements and conducting due diligence on potential borrowers[79]. - The finance department is responsible for ongoing monitoring of loan recoverability and debt collection, ensuring timely follow-up on any irregularities[80]. - The Group maintains a loan register to track repayment schedules and statuses, with follow-up actions for delinquent loans including demand letters and potential legal actions[81]. - The major terms of loans are determined based on factors such as borrower credibility, security value, and assessed risks, with listed corporate borrowers generally considered lower risk[82]. - The Group's funding for the money lending business is sourced from its internal resources, ensuring financial stability and control over lending operations[74]. - As of June 30, 2025, the total outstanding loans before expected credit loss allowance amounted to approximately HK$15,810,000[87]. - The largest borrower accounts for approximately HK$7,177,000, representing 45.4% of the total outstanding loans[88]. - The second and third largest borrowers account for approximately HK$4,091,000 (25.9%) and HK$4,033,000 (25.5%) respectively[88]. - The interest rate for the largest borrower is 6.5% per annum, with a bullet repayment due in December 2025[88]. - The second largest borrower has a guaranteed loan with an interest rate of 30% per annum, maturing in December 2023[88]. - The third borrower has an installment loan with a 12% interest rate, repayable in 36 payments over three years, due in November 2025[88]. - The fourth borrower has an outstanding loan of approximately HK$4,091,000 with no interest rate applicable, due in November 2023[88]. - The fifth borrower has an installment loan with a 20% interest rate, repayable in 24 payments over two years, due in September 2023[88]. - The loan portfolio is primarily secured by collateral, including luxury watches for one borrower[88]. - The company has a diversified borrower base, with loans granted to both listed and private entities[88]. - As of June 30, 2025, the outstanding loan receivables before loss allowance amounted to approximately HK$15.8 million, with net receivables after impairment loss provisions totaling approximately HK$7.5 million[90]. - Loan 1's interest rate was revised from 9% to 2% (December 2020 to December 2023), and further to 6.5% (December 2023 to December 2025) after extending the repayment date to December 10, 2025[90]. - Loan 2's interest rate increased from 20% to 30% for the period from September 2020 to December 2023, with the repayment date extended to December 31, 2023[90]. - Loan 3's maturity date was extended to November 25, 2025, with repayment terms changed to instalment repayments from November 2022 to November 2025[90]. - Loan 4's repayment date was extended to November 3, 2023, with the interest rate revised from 12% to 2% and then to nil for the period from November 2022 to November 2023[90]. - Loan 5's maturity date was extended to September 13, 2023, with repayment terms changed from bullet repayment to instalment repayment from October 2021 to September 2023[91]. - The Group conducted due diligence and credit risk assessments for each loan at the time of initial grant and subsequent extensions, considering the financial strength and repayment ability of borrowers[93]. - The adverse market sentiment in 2020 due to the COVID-19 pandemic impacted the financial performance and repayment ability of Borrower 1[94]. - The Group agreed to extend Loan 1 from December 2023 to December 2025, increasing the interest rate to 6.5% due to improved financial positions of Borrower 1 since 2019 and its turnaround performance since 2023[97]. - Borrower 1 had a market capitalization of up to HK$13 billion in 2018, providing potential business opportunities for the Group, including strategic collaborations and investment prospects[97]. - The Group revised the interest rate for Loan 2 from 20% to 30% per annum starting from September 1, 2020, in response to Borrower 2's request for an extension of the repayment date[101]. - Following Borrower 2's default in 2019, the Group engaged an external legal adviser to initiate legal actions, including serving a statutory demand, and reached a settlement arrangement to recover part of the loan receivables[102]. - As of the date of the annual report, the recovery process for outstanding loan receivables from Borrower 2 is ongoing, with legal actions initiated in 2024[103]. - The Group conducted due diligence for Loan 3, assessing credit risk through various documents and determined that the likelihood of recoverability is high due to satisfactory loan-to-security ratios[106]. - The Group agreed to revise repayment terms for certain loans from monthly interest payments to instalment payments, further reducing credit risk[108]. - The Group provided a lower interest rate for Loan 4 starting November 2020, considering the adverse market sentiment and financial difficulties faced by Borrower 4 due to the COVID-19 pandemic[110]. - Borrower 4 committed to repaying approximately HK$4.7 million in outstanding principal and interest through post-dated cheques after a demand letter was issued in 2019[111]. - The Group conducted due diligence for Loan 4, finding Borrower 4 to be creditworthy based on public searches and his reputable background[113]. - The Group has benefited from a long-term relationship with Borrower 4, gaining access to various business and investment opportunities since 2016, particularly in the metal recycling sector[115]. - Following Borrower 4's default in late 2019, the Group issued a demand letter in March 2020, but repayment attempts were hindered by the COVID-19 pandemic[116]. - The Group engaged an external legal adviser to recover outstanding loan receivables from Borrower 4, with ongoing legal proceedings initiated in 2024[118]. - The Group revised the repayment terms for Loan 5 in September 2021 from bullet repayment to instalment repayment, extending the repayment date to September 13, 2023[123]. - The Group issued demand letters for immediate repayment following Borrower 5's default on a loan since July 2022, and collected part of the loan receivables in May 2023[124]. - The outstanding loan receivables associated with five loans represented approximately 2.6% of the total assets of the Group as of June 30, 2025[129]. - The Group's internal control policies for monitoring loan recoverability are deemed effective, despite defaults primarily attributed to global economic downturns and poor investment market sentiments[125]. - Loan 5 was granted for an amount of HK$200,000 after conducting due diligence, which found no negative factors affecting Borrower 5's repayment ability[127]. - The Group performed impairment assessments on loan receivables under the expected credit loss (ECL) model, indicating the money lending business is relatively inactive compared to other principal businesses[129]. - The Group will continue to evaluate the likelihood of recovering outstanding loan receivables and the costs of potential legal actions against defaulting borrowers[125]. - The identification of bad debts involves assessing various factors, including significant changes in borrowers' creditworthiness and financial conditions[130]. - The Group has maintained ongoing communication with Borrower 5 to pursue recovery of outstanding loan receivables, with the recovery process still ongoing as of the report date[124]. - No loan transactions during the year ended June 30, 2025, constituted a notifiable transaction under the Listing Rules[128]. - The Group's internal control procedures are effective in identifying significant changes in borrowers' creditworthiness, ensuring a robust impairment assessment process[130]. Market Conditions - The decline in sales is attributed to weakened consumer purchasing power and sentiment across Greater China, particularly in the PRC, where consumer confidence remains at historical lows[67]. - The PRC's economy is expected to see moderate growth of around 4.8% in 2025, despite challenges such as the property sector downturn and high public debt[144]. - The USA's real GDP growth is projected to decelerate further in 2025 and 2026, with forecasts suggesting growth could be as low as 1.1% to 1.4% for 2026[139]. - The outlook for Hong Kong's economy is projected to maintain solid growth for the rest of 2025, with government forecasting 2-3% GDP growth for the full year[146]. Management and Governance - Mr. Chung Siu Wah has over 8 years of experience in the hotel, gaming, and entertainment industry, contributing to the company's strategic direction[185]. - Mr. Chik To Pan has extensive experience in licensing karaoke music products and operating entertainment businesses, enhancing the company's market presence[186]. - Mr. Liu Yafei brings over 15 years of experience in international trading and mining, which may support future expansion strategies[187]. - Mr. Heung Chee Hang has over 23 years of legal experience, providing governance and compliance oversight as a member of various committees[190]. - Mr. Lee Chi Ho has over 20 years of experience in finance and auditing, currently serving as the chief financial officer for two listed companies, which strengthens financial management[191]. - Ms. Lai Pik Chi has over 30 years of experience in auditing and financial management, contributing to the company's financial oversight[194]. Legal and Compliance - The Group is pursuing legal proceedings to recover a refundable secured deposit of HK$11,000,000 from two independent third parties[173]. - The Group has not identified any material contingent liabilities as of June 30, 2025[172].

[Company Announcement and Disclaimer](index=1&type=section&id=Company%20Announcement%20and%20Disclaimer) This section presents the company's unaudited financial data announcement and associated disclaimers [Announcement Statement](index=1&type=section&id=Announcement%20Statement) Namyue Holdings Limited announces unaudited financial data for the nine months ended September 30, 2025 - Company name: **Namyue Holdings Limited** (Stock Code: **01058**)[2](index=2&type=chunk) - Announcement content: Disclosure of unaudited financial information for the nine months ended September 30, 2025[2](index=2&type=chunk)[3](index=3&type=chunk) [Disclaimer](index=1&type=section&id=Disclaimer) HKEX and SEHK disclaim responsibility for this announcement's content and any losses from reliance - HKEX and SEHK are not responsible for, make no statement on, and accept no liability for this announcement's content[1](index=1&type=chunk) [Financial Summary and Notes](index=1&type=section&id=Financial%20Summary%20and%20Notes) This section provides key financial data for the nine months ended September 30, 2025, and related disclosure notes [Key Financial Data](index=1&type=section&id=Key%20Financial%20Data) Revenue decreased by 15.1% for the nine months ended September 30, 2025, while consolidated loss significantly narrowed Key Financial Metrics | Metric | Nine Months Ended Sep 30, 2025 (HKD '000) | Nine Months Ended Sep 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 54,521 | 64,193 | -15.1 | | Consolidated Loss Attributable to Company Shareholders | (6,916) | (11,349) | +39.1 | | Metric | As of Sep 30, 2025 (HKD '000) | As of Dec 31, 2024 (HKD '000) | | :--- | :--- | :--- | | Total Assets | 92,810 | 97,154 | | Shareholders' Equity | 13,202 | 19,061 | [Notes to Financial Information](index=2&type=section&id=Notes%20to%20Financial%20Information) This announcement's unaudited financial data is voluntarily disclosed to enhance corporate governance and transparency - The financial information in this announcement has not been audited or reviewed by the company's auditor[8](index=8&type=chunk) - The consolidated financial statements for the year ended December 31, 2024, were filed with the Registrar of Companies, with an unqualified auditor's report[5](index=5&type=chunk) - This announcement is a voluntary disclosure by the company to enhance corporate governance and transparency[5](index=5&type=chunk) [Operating Performance Summary](index=2&type=section&id=Operating%20Performance%20Summary) This section summarizes the group's operating strategies, production and sales volumes, and revenue and loss analysis [Operating Strategies and Achievements](index=2&type=section&id=Operating%20Strategies%20and%20Achievements) The Group improved operating performance by strengthening client cooperation, increasing output, and enhancing cost control - Actively responded to a complex macro environment, solidified and deepened client cooperation, and increased processing output[6](index=6&type=chunk) - Promoted equipment upgrades to optimize production conditions and product quality, continuously deepening internal reforms[6](index=6&type=chunk) - Strengthened cost control, implemented energy-saving and consumption-reducing measures, improved accounts receivable management, and cleared long-standing accounts to reduce operating costs[6](index=6&type=chunk) [Product Production and Sales Volume Analysis](index=2&type=section&id=Product%20Production%20and%20Sales%20Volume%20Analysis) Outsourced processing volume grew significantly, while cowhide production and sales declined for the nine months ended September 30, 2025 Product Production and Sales Volumes | Product Category | Nine Months Ended Sep 30, 2025 (sq ft/tons) | Nine Months Ended Sep 30, 2024 (sq ft/tons) | Change (%) | | :--- | :--- | :--- | :--- | | **Production Volume** | | | | | Outsourced Processing Business | 23,399,000 sq ft | 12,116,000 sq ft | +93.1 | | Cowhide | 1,199,000 sq ft | 2,472,000 sq ft | -51.5 | | Wet Blue | No production | 497 tons | -100.0 | | **Sales Volume** | | | | | Outsourced Processing Business | 23,399,000 sq ft | 12,116,000 sq ft | +93.1 | | Cowhide | 2,967,000 sq ft | 3,789,000 sq ft | -21.7 | | Wet Blue | No sales | 497 tons | -100.0 | [Revenue and Loss Analysis](index=3&type=section&id=Revenue%20and%20Loss%20Analysis) Total revenue decreased by 15.1% for the nine months ended September 30, 2025, with outsourced processing up and cowhide sales down Revenue and Loss by Source | Revenue Source | Nine Months Ended Sep 30, 2025 (HKD '000) | Nine Months Ended Sep 30, 2024 (HKD '000) | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | 54,521 | 64,193 | -15.1 | | Outsourced Processing Business | 32,521 | 24,520 | +32.6 | | Cowhide Sales | 22,000 | 37,046 | -40.6 | | Wet Blue Sales | 0 | 2,627 | -100.0 | | Consolidated Loss Attributable to Company Shareholders | (6,916) | (11,349) | +39.1 | [Important Notice and Corporate Governance](index=3&type=section&id=Important%20Notice%20and%20Corporate%20Governance) This section provides a cautionary statement on unaudited financial data and details the Board of Directors' composition [Cautionary Statement](index=3&type=section&id=Cautionary%20Statement) Investors are advised to exercise caution when trading company securities, as financial data is unaudited - The financial information in this announcement has not been reviewed or audited by an independent auditor[10](index=10&type=chunk) - It should not be regarded as an indication or guarantee of the Group's financial performance[10](index=10&type=chunk) - Shareholders and potential investors are urged to exercise caution when dealing in the company's securities and to seek professional advice[10](index=10&type=chunk) [Board Composition](index=3&type=section&id=Board%20Composition) The Board comprises two executive, three non-executive, and three independent non-executive directors as of the announcement date - Executive Directors: Mr. Cai Binglong (Chairman and Managing Director) and Mr. Liao Siyang[10](index=10&type=chunk) - Non-executive Directors: Mr. Huang Junfeng, Mr. Kuang Hu, and Ms. Li Jieyu[10](index=10&type=chunk) - Independent Non-executive Directors: Mr. Yang Wanli, Mr. Liang Lianchang, and Mr. Yang Ge[10](index=10&type=chunk)

Financial Performance - The group's revenue increased from approximately MYR 329.3 million for the year ended June 30, 2024, to approximately MYR 427.0 million for the year ended June 30, 2025, representing a growth of about 29.6%[13]. - The net profit attributable to the owners of the company decreased to approximately MYR 1.3 million for the year ended June 30, 2025, down from approximately MYR 3.0 million for the year ended June 30, 2024, indicating a decline of about 56.7%[13]. - Gross profit increased by approximately 9.4 million Ringgit or 113.3% to about 17.7 million Ringgit for the year ending June 30, 2025, compared to approximately 8.3 million Ringgit for the year ending June 30, 2024[32]. - Overall gross margin improved from approximately 2.5% for the year ending June 30, 2024, to about 4.1% for the year ending June 30, 2025[32]. - Other income decreased from approximately 5.8 million Ringgit for the year ending June 30, 2024, to about 5.7 million Ringgit for the year ending June 30, 2025, primarily due to a reduction in income from subcontractors and suppliers[33]. - Net other income for the year ending June 30, 2025, was approximately 1.5 million Ringgit, compared to about 0.5 million Ringgit for the year ending June 30, 2024[34]. - General and administrative expenses increased by approximately 3.5 million Ringgit or 21.6% to about 19.7 million Ringgit for the year ending June 30, 2025[37]. - Financial costs decreased from approximately 1.0 million Ringgit for the year ending June 30, 2024, to about 0.6 million Ringgit for the year ending June 30, 2025[38]. - Income tax expense increased to approximately 1.7 million Ringgit for the year ending June 30, 2025, from about 0.8 million Ringgit for the year ending June 30, 2024[39]. - Cash and cash equivalents decreased to approximately 71.5 million Ringgit as of June 30, 2025, from 94.1 million Ringgit as of June 30, 2024[42]. - The current ratio decreased from approximately 1.7 times as of June 30, 2024, to about 1.6 times as of June 30, 2025, primarily due to a significant increase in contract liabilities[43]. Revenue Breakdown - Revenue from offshore construction services accounted for approximately 89.1% of total revenue, increasing by about 71.7 million MYR or 23.2% from approximately 308.8 million MYR to about 380.5 million MYR[28]. - Revenue from reclamation and related works increased by approximately 82.6 million MYR or 307.1% from approximately 26.9 million MYR to about 109.5 million MYR, primarily due to new contracts awarded since June 30, 2024[28]. - Revenue from marine transportation decreased by approximately 10.9 million MYR or 3.9% from about 281.9 million MYR to about 271.0 million MYR, mainly due to a decrease in sand transportation volume from Singapore contracts[29]. - Revenue from building and infrastructure services increased by approximately 28.3 million MYR or 155.5% from about 18.2 million MYR to about 46.5 million MYR, driven by new contracts executed since June 2024[30]. - Revenue from the largest and top five customers accounted for approximately 63.5% and 99.8% of the group's total revenue for the year ending June 30, 2025[153]. Contracts and Tenders - The group completed three offshore construction contracts with a total original contract value of approximately MYR 53.4 million and one building and infrastructure contract valued at approximately MYR 18.3 million during the fiscal year[19]. - As of June 30, 2025, the group had three ongoing offshore construction contracts with a total original contract value of approximately MYR 1,312.1 million and three ongoing building and infrastructure contracts valued at approximately MYR 152.4 million[19]. - The group submitted three tenders and two quotations with an expected total contract value of approximately 176.9 million MYR as of June 30, 2024[20]. - The group has submitted two quotations for offshore construction contracts and seven tenders and two quotations for building and infrastructure contracts with an original total contract value of approximately 717.3 million MYR for the year ending June 30, 2025[20]. - The group is focused on executing existing contracts, including a reclamation project in Johor with a total contract value of approximately MYR 0.6 million[66]. - The group has been selected as a shortlisted bidder for a large solar photovoltaic power plant project in Johor, with a capacity of 99.99 MW[69]. Market Outlook and Challenges - The group remains optimistic about the construction industry in Malaysia and Singapore, driven by the recent signing of the Johor-Singapore Economic Zone agreement and the anticipated launch of the Johor-Singapore MRT system in early 2027[14]. - The group faces challenges such as labor shortages and inflationary pressures that negatively impact profitability[14]. - The Johor-Singapore Economic Zone agreement aims to promote trade and strengthen economic ties, providing opportunities for growth in the construction sector[67]. - The group is optimistic about the construction industry in Malaysia and Singapore, despite facing competition and inflationary pressures[67]. Corporate Governance and Management - The group aims to enhance shareholder returns through high standards of corporate governance and transparency[15]. - The company emphasizes corporate governance through the appointment of experienced independent directors[87][89][91]. - The company has independent non-executive directors overseeing the audit, remuneration, and nomination committees, ensuring independent judgment and governance[87][89][91]. - The company has a strong focus on risk management and compliance through its audit and risk management committees[89][91]. - The board has received written annual confirmations regarding the independence of all independent non-executive directors[157]. - The company has established a remuneration policy for directors based on the group's performance and the directors' individual contributions[162]. Employee and Community Engagement - The total number of full-time employees increased from 64 to 68 from June 30, 2024, to June 30, 2025, indicating business expansion efforts[64]. - The group has implemented policies to ensure a safe and healthy work environment for employees and subcontractors[112]. - The company is actively involved in community service and has members participating in various advisory committees[92]. - The company made charitable contributions of approximately 0.4 million Ringgit during the fiscal year ending June 30, 2025, compared to 0.5 million Ringgit in 2024[152]. Risk Management - The group faces interest rate risk primarily from bank cash and loans, with cash flow interest rate risk concentrated on fluctuations in the Malaysian base lending rate[58]. - The group has no foreign exchange hedging policy but closely monitors foreign exchange risks, maintaining them at acceptable levels[59]. - Credit risk and liquidity may increase due to delays in client payments, impacting the group's financial condition and operational performance[105]. - Environmental and climate-related risks may affect the group's assets and operations, with extreme weather events expected to become more frequent[107]. - The group emphasizes environmental compliance and sustainability, aiming to reduce urban waste and energy usage while promoting recycling[108]. Shareholder Information - The board does not recommend any final dividend for the year ending June 30, 2025, consistent with the previous year[114]. - The board will continue to review the dividend policy and retains the right to update or modify it at any time[118]. - As of June 30, 2025, the reserves available for distribution to shareholders amount to approximately 114.0 million Ringgit[146]. - The company has not purchased, sold, or redeemed any of its listed securities during the fiscal year ending June 30, 2025[141]. - The company does not have any provisions regarding preemptive rights in its amended and restated articles of association[142]. Stock Option Plan - The group has established a stock option plan to incentivize employees and align their interests with the company's performance[126]. - The stock option plan allows the board to grant options to eligible participants for a period of ten years[128]. - The subscription price for shares under the stock option plan will be determined by the board but cannot be lower than the higher of the closing price on the specific date or the average closing price over the previous five trading days[129]. - The company has a maximum share limit for stock options, which cannot exceed 10% of the issued share capital at the time of listing, equating to 50,000,000 shares[130]. - The stock option plan has a remaining term of approximately three years and six months, expiring on April 10, 2029[137]. - The company has not granted, exercised, lapsed, or cancelled any stock options under the stock option plan since its adoption[138]. Ownership and Control - The total shares held by directors and senior management in the company amounted to 181,816,500 shares, representing approximately 36.36% of the issued share capital[169]. - The combined control of the company by Wong and Ngooi is approximately 71.10% of the total issued share capital[171]. - The non-competition agreement signed by the controlling shareholders ensures they will not engage in any competing business[177]. - The beneficial ownership of JBB Jade Investment Limited is entirely held by Wong, while JBB Berlian Investment Limited is fully owned by Ngooi[175][176]. - The company has confirmed compliance with the non-competition agreement from the listing date to the report date[179].

Sales and Transactions - Elate Holdings Limited sold 32,531,371 tons of graphite ore to Aspect Group Limited (AGL) for a total consideration of $296,433,000, payable by September 30, 2025[2] Production and Operational Challenges - AGL has faced production disruptions in Madagascar due to political instability, affecting its ability to repay the amount owed by the deadline[3] Negotiations and Resolutions - Discussions are ongoing between Elate Holdings and AGL regarding a mutually acceptable resolution for the unpaid amount[3]

Share Option Schemes - The total number of shares available for issuance under the 2008 Share Option Scheme as of March 24, 2025, is 15,642,000 shares, representing approximately 0.28% of the issued share capital[3]. - The total number of shares available for issuance under the 2018 Share Option Scheme as of March 24, 2025, is 412,356,736 shares, representing approximately 7.32% of the issued share capital[3]. - There were no shares cancelled or lapsed during the year for both the 2008 and 2018 Share Option Schemes[3][4]. - As of January 1, 2025, and June 30, 2025, the number of options available for grant under the 2008 Share Option Scheme is zero[4]. - As of January 1, 2025, and June 30, 2025, the number of options available for grant under the 2018 Share Option Scheme is 409,878,736[7].

Stock Option Plan - The stock option plan was adopted on May 24, 2024, with no options available for grant as of January 1, 2024[3] - As of December 31, 2024, there are 4,291,644 stock options available for grant under the stock option plan[3]

Share Options - The company has a total of 133,200,000 share options available for issuance, representing 10% of the total shares issued at the time of the initial listing on the exchange[3] - As of December 31, 2024, there were no share options granted under the plan, with the total number of unexercised options remaining at 133,200,000[3] - The company has not set any specific limits for service providers under the plan for the fiscal year ending December 31, 2024[3]