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Guoco Group Limited — Interim / Quarterly Report 2026
Mar 13, 2026
48904_rns_2026-03-13_0225d5c3-3195-41b3-95bf-6b421a231674.pdf
Interim / Quarterly Report
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2025/26
INTERIM
REPORT
國浩集團有限公司
GuocoGroup Limited
A Member of the Hong Leong Group
(Stock Code: 53)
CONTENTS
Corporate Information 2
Information for Shareholders 2
Financial Results 3
Interim Dividend 3
Review of Operations 3
Human Resources and Training 8
Group Outlook 8
Purchase, Sale or Redemption of the Company's Listed Securities 8
Corporate Governance 8
Other Information 9
Consolidated Income Statement (Unaudited) 14
Consolidated Statement of Comprehensive Income (Unaudited) 15
Consolidated Statement of Financial Position (Unaudited) 16
Consolidated Statement of Changes In Equity (Unaudited) 18
Condensed Consolidated Statement of Cash Flows (Unaudited) 20
Notes to the Unaudited Interim Financial Report 21
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Guoco Group Limited Interim Report 2025/26
CORPORATE INFORMATION
(As at 23 February 2026)
BOARD OF DIRECTORS
Executive Chairman
KWEK Leng Hai
Executive Director & CEO
Christian K. NOTHHAFT
Non-executive Director
KWEK Leng San
Independent Non-executive Directors
Lester G. HUANG, SBS, JP
Paul J. BROUGH
Melissa WU Mao Chin
BOARD AUDIT AND RISK MANAGEMENT COMMITTEE
Paul J. BROUGH – Chairman
Lester G. HUANG, SBS, JP
Melissa WU Mao Chin
BOARD REMUNERATION COMMITTEE
Lester G. HUANG, SBS, JP – Chairman
KWEK Leng Hai
Paul J. BROUGH
BOARD NOMINATION COMMITTEE
KWEK Leng Hai – Chairman
Paul J. BROUGH
Melissa WU Mao Chin
GROUP CHIEF FINANCIAL OFFICER
LIU Hong Yuen James
COMPANY SECRETARY
LO Sze Man Stella
PLACE OF INCORPORATION
Bermuda
REGISTERED OFFICE
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
PRINCIPAL OFFICE
50th Floor, The Center
99 Queen's Road Central
Hong Kong
Telephone : (852) 2283 8833
Fax : (852) 2285 3233
Website : www.guoco.com
AUDITOR
KPMG
Public Interest Entity Auditor registered in accordance with the Financial Reporting Council Ordinance
INFORMATION FOR SHAREHOLDERS
FINANCIAL CALENDAR
Announcement of interim results
Latest time to register transfers for interim dividend
Closure of register of members and record date for interim dividend
Payment of interim dividend of HK$0.70 per share
HONG KONG BRANCH SHARE REGISTRAR
Computershare Hong Kong Investor Services Limited
Shops 1712-16, 17th Floor, Hopewell Centre
183 Queen's Road East, Wan Chai, Hong Kong
23 February 2026 (Monday)
4:30 p.m. on 10 March 2026 (Tuesday)
11 March 2026 (Wednesday)
25 March 2026 (Wednesday)
Telephone : (852) 2862 8555
Fax : (852) 2865 0990
CHOICE OF LANGUAGE AND MEANS OF RECEIPT OF CORPORATE COMMUNICATIONS
This report (English and Chinese versions) is available on the Company's website at www.guoco.com and the HKEXnews website of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") at www.hkexnews.hk.
Shareholders are entitled, at any time, to request free of charge to (i) receive this report in printed form (in English and/or Chinese); and (ii) change the choice of language and/or means of receipt of the Company's future corporate communications. Shareholders may make their request by completing the Corporate Communications Request Form, which is available on the Company's website under "Shareholder Services" in the "Investor Relations" section, and returning to Computershare Hong Kong Investor Services Limited by post to 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, or by email to [email protected]. Please refer to the "Corporate Communications Arrangement" on the Company's website for details.
Note: Shareholders' request will apply to the next batch of future corporate communications provided that the Company has at least 7 days prior notice of the request. Otherwise, it may apply to the subsequent batch of corporate communications.
Guoco Group Limited Interim Report 2025/26
The board of directors (the "Board") of Guoco Group Limited (the "Company") would like to present the unaudited consolidated interim results of the Company and its subsidiaries (collectively the "Group") for the six months ended 31 December 2025 as follows:
FINANCIAL RESULTS
The Group recorded an unaudited consolidated profit attributable to shareholders of HK$2,026.5 million for the six months ended 31 December 2025, an increase of 13% versus the corresponding period in 2024. This was mainly attributable to the favourable operational performances across all of the Group's segments. Basic earnings per share amounted to HK$6.23 as compared to HK$5.50 in the prior period.
For the six months ended 31 December 2025, the Principal Investment segment, Property Development and Investment segment and Financial Services segment reported profits before taxation of HK$1,262.1 million, HK$572.5 million and HK$822.7 million respectively. The Hospitality and Leisure segment and Others segment delivered profits before taxation prior to impairment provisions of HK$800.4 million and HK$54.3 million. However, these profits were offset by impairment provisions of HK$1,268.9 million and HK$74.9 million on the two segments respectively to reflect the challenges in the performance outlook in the sectors notably impact from the UK Remote Gaming Duty.
The Group's revenue for the six months ended 31 December 2025 decreased by 7% to HK$11.7 billion, primarily due to a decrease of HK$1.2 billion in revenue from the Property Development and Investment segment, mainly due to timing of progressive recognition of revenue from the residential developments in Singapore. The decrease, however, was partially offset by an increase of HK$0.5 billion in revenue from the Hospitality and Leisure segment attributable to the continued growth of the business in the current period.
INTERIM DIVIDEND
The Board has declared an interim dividend of HK$0.70 per share amounting to approximately HK$230 million for the financial year ending 30 June 2026 (2024/2025 interim dividend: HK$0.60 per share, amounting to approximately HK$197 million), which will be payable on Wednesday, 25 March 2026 to the shareholders whose names appear on the Register of Members on Wednesday, 11 March 2026, being the record date for determining shareholders' entitlement to the interim dividend.
REVIEW OF OPERATIONS
PRINCIPAL INVESTMENT
During the six months ended 31 December 2025, global equity markets extended their rally that began in April 2025, closing the year near record highs. Market performance was buoyed by a series of positive developments, including a cease-fire in the Middle East, easing of global trade tensions and continued investment into AI infrastructure in the US. Weaker than-expected inflation and broadly robust corporate earnings further strengthened investor sentiment. However, November again brought volatility as concerns over AI stock valuations and uncertainty around US fiscal negotiations briefly unsettled investors.
Our investment approach remains focused on companies with solid fundamentals that can compound earnings through the cycle. Against this market backdrop, our Principal Investment segment recorded a pre-tax profit of HK$1,262.1 million for the six months ended 31 December 2025.
As at 31 December 2025, the Group's total investments under the Principal Investment segment amounted to US$2,235 million. No single investment accounted for a value of 5% or more of the Group's total asset value as at 31 December 2025.
In an environment characterised by geopolitical uncertainties, as well as evolving and diverging monetary policy expectations by major central banks, foreign exchange and interest rate volatility remained elevated during the period. Group Treasury maintained proactive hedging and disciplined management of foreign exchange exposures. Active balance sheet management, together with prudent yield enhancement of cash within a low-risk framework, enabled the Group to generate net interest income while effectively managing and mitigating the impact of volatile financial market conditions.
Guoco Group Limited Interim Report 2025/26
REVIEW OF OPERATIONS
PRINCIPAL INVESTMENT (CONT'D)
Looking ahead, global economic conditions in 2026 are expected to remain mixed. Moderate growth in the US underpinned by the prospect of interest rate cuts may provide some support while geopolitical development and policy risks may continue to bring uncertainties. Meanwhile, China met their 5% GDP target for 2025, yet underlying economic conditions remain uneven, and further incremental policy measures are expected during 2026. We are mindful of market valuations being relatively high, and uncertainty ahead of the mid-term elections in November adds further caution. Our Group Investment team will continue to prioritise risk management, liquidity and diversification, and to seek opportunities where fundamentals and valuation support appropriate risk adjusted returns. Nonetheless, shareholders should note that the results of this segment are subject to fair value movement and will continue to exhibit a degree of volatility.
PROPERTY DEVELOPMENT AND INVESTMENT
GuocoLand Limited ("GuocoLand")
For the six months ended 31 December 2025, GuocoLand achieved total revenue of S$791.9 million (approximately HK$4,771.2 million), a decrease of 22% as compared to the previous corresponding period.
Revenue from GuocoLand's property development business recorded a revenue of S$611.9 million (approximately HK$3,686.7 million) for the six months ended 31 December 2025, as compared to S$842.5 million (approximately HK$4,937.6 million) for the last corresponding period, mainly due to the timing of progressive recognition of revenue from the residential developments in Singapore. Property development revenue from China increased by 48% to S$122.4 million (approximately HK$737.5 million) for the period as GuocoLand commenced handover of more residential units to buyers. While market sentiment remains relatively subdued, GuocoLand continued to monetise its residential projects in Chongqing to improve liquidity and reduce gearing in China.
The decrease in revenue recognition from property development business was partially offset by an increase in recurring rental revenue from the property investment business. Revenue from property investment increased by 5% to S$143.2 million (approximately HK$862.8 million) for the six months ended 31 December 2025, supported by high committed occupancy from its Singapore commercial portfolio. The Lentor Modern mall, which officially opened in January 2026, will add to GuocoLand's recurring income stream as leases commence progressively.
GuocoLand's other income increased by S$17.2 million (approximately HK$103.6 million) to S$25.5 million (approximately HK$153.6 million) supported by the disposal gain of the Thistle Johor Bahru hotel in Malaysia. A share of profit of associates and joint ventures of S$5.3 million (approximately HK$31.9 million) was also recognised for the six months ended 31 December 2025 as compared to a share of loss in the previous period, mainly due to contributions from Springleaf Residence and Lentor Hills Residences in Singapore. Net finance cost decreased by 30% to S$68.6 million (approximately HK$413.3 million), mainly due to lower loans and borrowings as well as lower interest rates during the six months ended 31 December 2025 as compared to the previous corresponding period.
Overall, GuocoLand's profit attributable to equity holders increased by 14% to S$85.4 million (approximately HK$514.5 million), as compared to the corresponding period last year.
In 2025, Singapore's private residential properties prices rose 3.3%, moderating from the previous year. Supported by lower interest rates and low unemployment rate, the residential market is expected to remain stable while subject to macro-economic uncertainties. The Grade A office market is also expected to remain robust, underpinned by a more favourable interest rate environment, as well as tight supply and limited new completions until 2027, which should keep vacancies low and drive rental growth.
Guoco Group Limited Interim Report 2025/26
REVIEW OF OPERATIONS
PROPERTY DEVELOPMENT AND INVESTMENT (CONT'D)
GuocoLand Limited ("GuocoLand") (cont'd)
In China, the People's Bank of China kept key lending rates at record lows, maintaining the five-year loan prime rates at 3.5% for a seventh month to support residential property. Conditions remain uneven with varied levels of stabilisation across cities. Shanghai's Grade A office vacancy rate edged down to 23.4% in the fourth quarter of 2025, though new supply in 2026 may pressure on occupancy and rental rates as tenants move to higher quality offices.
Malaysia's residential property transaction volume and value respectively declined by 5.3% and 0.8% year-on-year in the third quarter. Market outlook is expected to persist with the affordable owner-occupier segment remaining more resilient. The office segment remains competitive, particularly among older buildings amid ample new supply.
HOSPITALITY AND LEISURE
The Clermont Hotel Group ("CHG")
CHG, our key hotel operating business unit in the United Kingdom ("UK"), recorded a profit after tax of GBP32.5 million (approximately HK$337.3 million) for the six months ended 31 December 2025, compared to GBP31.3 million (approximately HK$314.3 million) for the corresponding period in 2024.
CHG again delivered solid revenue growth despite the ongoing low growth in London's hotel market. For the six months ended 31 December 2025, occupancy has increased to 93% from 88% in the prior year. By leveraging on a higher volume to yield rate, CHG has also driven incremental growth in its average room rate. As a result, rooms revenue reached GBP140.3 million (approximately HK$1,456.1 million), up 7% from the corresponding period in 2024. While total revenue, including food and beverage, and meeting and events, rose 6% to GBP174.6 million (approximately HK$1,812.1 million).
CHG continues to leverage scale efficiencies at high occupancy levels while maintaining strict cost control through efficient workforce deployment, contract renegotiations and competitive procurement process. These measures have helped to mitigate the impact of higher labour costs and inflationary pressures, supporting healthy operating cash flow and enabling further reduction of external debt and related interest expenses.
Management remained focus on prioritising capital expenditure that preserves asset quality value and generates additional value across the estate. These asset enhancement initiatives include investment in the Tower Suite at The Tower Hotel, one of London's largest hotel meeting and event spaces, which is expected to contribute to significant value uplift later in the financial year. Furthermore, CHG's multi-site strategic partnership with the Gordon Ramsay Restaurant Group (GRRG) will launch the UK's first Hell's Kitchen at The Cumberland Hotel in Spring 2026, broadening the food and beverage offerings and contributing to the appeal of the hotel.
Looking ahead, the softer London market is expected to persist amid a volatile macroeconomic environment. Nevertheless, CHG remains focused on delivering sustained performance through the disciplined execution of a market-leading strategy, continued investment in refurbished rooms and facilities, and ongoing enhancement of service quality and guest experience.
The Rank Group Plc ("Rank")
Rank's net gaming revenue increased by 5% to GBP420.0 million (approximately HK$4,358.9 million) for the six months ended 31 December 2025 due to growth in all business units. Operating profit decreased by 11% to GBP31.3 million (approximately HK$324.8 million), impacted by a loss of GBP6.5 million (approximately HK$67.5 million) as a result of a payment fraud in the Spanish businesses.
Guoco Group Limited Interim Report 2025/26
REVIEW OF OPERATIONS
HOSPITALITY AND LEISURE (CONT'D)
The Rank Group Plc ("Rank") (cont'd)
The number of customer visits to Grosvenor venues increased by 5% and the spend per visit also increased by 1%. 850 additional gaming machines have been successfully introduced across the Grosvenor estate. Demand is gradually building up as customers become aware of the increased availability and choice of machines and gaming content. The results are consistent with Rank's expectations at this early stage of the launch phase. For Mecca venues, the number of customer visits were marginally down by 1% in the period. In Spain, the number of customer visits to Enracha venues was flat and the spend per visit increased by 6%.
A long-standing strategic pillar of Rank's digital business has been to consistently build momentum and to grow volume, and further progress had been made in the first half. Grosvenor and Mecca recorded an increase of 17% and 5% in net gaming revenue respectively. In Spain, the digital business has improved with an overall 1% growth in the six months ended 31 December 2025. This was driven by stronger performance marketing, the launch of new apps and gaming products, an improved high value customer programme, and enhancements to the bingo game.
Rank has been delivering consistent revenue and profit growth for the past three years, partially offset by higher employment costs and depreciation. Rank now faces significant headwinds within UK digital business following the 2025 Autumn Budget policy to increase Remote Gaming Duty from 21% to 40% from April 2026. Accordingly, impairment provisions of GBP122.3 million (approximately HK$1,268.9 million) was made in the period mainly to reflect the challenges faced by the gaming sector. Rank has already executed a range of mitigating actions whilst continuing to prioritise customer experience. The business will respond with agility as the disrupted landscape takes shape in the UK.
FINANCIAL SERVICES
Hong Leong Financial Group Berhad ("HLFG")
HLFG Group recorded a profit before tax of RM3,227.6 million (approximately HK$6,013.7 million) for the six months ended 31 December 2025, an increase of 2% from RM3,162.7 million (approximately HK$5,598.8 million) in the corresponding period in 2024. The increase was due to higher contribution from across all operating divisions.
Hong Leong Bank Group recorded an increase of 1% in profit before tax, amounting to RM2,757.6 million (approximately HK$5,138.0 million) for the six months ended 31 December 2025 as compared to RM2,740.0 million (approximately HK$4,850.5 million) in the corresponding period in 2024. The increase was mainly due to an increase in revenue of RM121.7 million (approximately HK$226.8 million) and a decrease in operating expenses of RM50.3 million (approximately HK$93.7 million). The profit growth, however, was offset by an increase in allowance of impairment losses on loans, advances and financing and other losses of RM62.5 million (approximately HK$116.5 million) and a decrease in share of profit from an associated company of RM91.9 million (approximately HK$171.2 million).
HLA Holdings Group recorded a profit before tax of RM435.6 million (approximately HK$811.6 million) for the six months ended 31 December 2025, an increase of 11% as compared to RM393.5 million (approximately HK$696.6 million) in the corresponding period in 2024. The increase was mainly due to an increase in net investment income of RM45.6 million (approximately HK$85.0 million) and an increase in share of profit from an associated company of RM9.0 million (approximately HK$16.8 million). The increase, however, was offset by a decrease in insurance services result of RM12.5 million (approximately HK$23.3 million).
Hong Leong Capital Group recorded a profit before tax of RM44.9 million (approximately HK$83.7 million) for the six months ended 31 December 2025, an increase of 9% as compared to RM41.2 million (approximately HK$72.9 million) in the corresponding period in 2024. The increase was mainly due to higher contribution from the investment banking division, fund management and unit trust management divisions and investment holding divisions. The increase, however, was offset by lower contribution from stockbroking divisions.
Guoco Group Limited Interim Report 2025/26
REVIEW OF OPERATIONS
OTHERS
The Group's wholly-owned Manuka honey product producer and distributor, Manuka Health New Zealand Limited, recorded a decline in its results compared to the previous corresponding period. This was primarily due to a loss of a key customer in the prior year, partially offset by management's targeted marketing investments and optimisation of the business model, margins and brand positioning. The business remains committed to improving sustainable growth through its premium product strategy, operation efficiencies, and focused investment in high-value channels.
The Bass Strait oil and gas business saw a slight decline in its results for the six months ended 31 December 2025 due to a lower average crude oil price offset by an increase in extraction volume of hydrocarbons.
GROUP FINANCIAL COMMENTARY
Capital Management
The consolidated total equity attributable to shareholders of the Company as at 31 December 2025 amounted to HK$70.0 billion. Net debt, being total bank loans and other borrowings less cash and short term funds as well as trading financial assets, amounted to HK$7.9 billion. The equity-debt ratio was 90:10 as at 31 December 2025.
Liquidity and Financial Resources
The Group's total cash and short term funds as well as trading financial assets were mostly denominated in USD (42%), HKD (20%), SGD (14%), EUR (6%), GBP (5%) and RMB (4%) as at 31 December 2025.
The Group's total bank loans and other borrowings amounted to HK$31.8 billion as at 31 December 2025, and were mostly denominated in SGD (79%), RMB (9%), HKD (6%) and RM (2%). The Group has borrowings of HK$7.0 billion payable within 1 year or on demand.
Certain of the Group's bank loans and other borrowings are secured by pledges of various properties, fixed assets, trading financial assets and bank deposits with an aggregate book value of HK$36.7 billion as at 31 December 2025.
Committed borrowing facilities available to the Group and not yet drawn as at 31 December 2025 amounted to approximately HK$11.3 billion.
Interest Rate Exposure
The Group's interest rate risk arises from treasury activities and borrowings. The Group manages its interest rate exposure with a focus on reducing the Group's overall cost of debt and exposure to changes in interest rates. The Group uses interest rate contracts to manage its interest rate exposure when considered appropriate.
As at 31 December 2025, approximately 75% of the Group's bank loans and other borrowings carried interest at floating rates and the remaining 25% carried interest at fixed rates. The Group had outstanding interest rate contracts with a notional amount of HK$3.5 billion.
Foreign Currency Exposure
The Group from time to time enters into foreign exchange contracts, which are primarily over-the-counter derivatives, principally for hedging foreign currency exposure and investments.
As at 31 December 2025, there were outstanding foreign exchange contracts with a total notional amount of HK$4.8 billion entered into by the Group to primarily hedge foreign currency equity investments.
Equity Price Exposure
The Group maintains an investment portfolio which mainly comprises public listed equities. Equity investments are subject to asset allocation limits.
Guoco Group Limited Interim Report 2025/26
HUMAN RESOURCES AND TRAINING
As at 31 December 2025, the Group had around 10,600 employees$^{Note}$. The Group continued to seek an optimal workforce. It is committed to providing its employees with ongoing development programmes to enhance productivity and work quality.
The remuneration policy for the Group's employees is reviewed on a regular basis. Remuneration packages are structured to take into account the level and composition of pay and market conditions in the respective countries and businesses in which the Group operates. Bonus and other merit payments are linked to the financial results of the Group and individual achievement to promote performance. In addition, share based award schemes are in place for granting share options and/or free shares to eligible employees to align their long term interests with those of the shareholders and for the purposes of staff motivation and talent retention.
Note: The total number of employees includes permanent, contract, temporary and part-time employees.
GROUP OUTLOOK
Global markets may continue to be influenced by monetary policy paths, geopolitical factors and valuation sensitivity. Against this backdrop, the Group will stay adapt in responding to rapid changes in the market and across the industries where our core businesses operate. Prudent financial management and continued focus on operational efficiency will underpin our proactive strategies for business growth. We will continue to manage our portfolios and business decisions thoughtfully to ensure resilience.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
Neither the Company, nor any of its subsidiaries, purchased, sold or redeemed any of the Company's listed securities (including sale of treasury shares, if any) during the six months ended 31 December 2025. As at 31 December 2025, the Company did not hold any treasury shares.
CORPORATE GOVERNANCE
COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE
The Board has adopted a Corporate Governance Code which is based on the principles set out in Appendix C1 (the "HKEX Code") to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"). During the period, the Company has complied with all applicable code provisions of the HKEX Code.
MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS
The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as set out in Appendix C3 (the "Model Code") to the Listing Rules as the code of conduct regarding directors' securities transactions.
Following specific enquiry by the Company, all directors of the Company (the "Directors") have confirmed that they have complied with the required standard set out in the Model Code throughout the period.
Guoco Group Limited Interim Report 2025/26
OTHER INFORMATION
SHARE SCHEME
Executive Share Scheme 2022 (the “ESS 2022”)
The ESS 2022 was approved by the shareholders of the Company at the annual general meeting on 8 November 2022 (the “ESS Approval Date”) and took effect on 10 November 2022. Under the ESS 2022, share options and/or free shares (share grants) may be granted over newly issued and/or existing shares of the Company to eligible executives or directors of the Company and any of its subsidiaries from time to time.
The number of share options and share grants available for grant involving the issue of new shares of the Company pursuant to the ESS 2022 shall not in aggregate exceed 10% of the total shares in issue of the Company as at the ESS Approval Date, i.e. 32,905,137 shares which represents 10% of the shares in issue of the Company (excluding treasury shares, if any) as at 1 July 2025 and 31 December 2025.
No share option or share grant had ever been granted pursuant to the ESS 2022 since its adoption and up to 31 December 2025.
UPDATE ON DIRECTORS’ INFORMATION
Pursuant to Rule 13.51B(1) of the Listing Rules, the changes in information of the Directors are set out below:
- Mr. Lester G. HUANG, SBS, JP retired as an independent non-executive director of Lam Soon (Hong Kong) Limited, a Hong Leong Group subsidiary listed on the Stock Exchange, with effect from 12 November 2025.
- Mr. Paul J. BROUGH stepped down as an independent non-executive director of Eagle Investments Holdco (an investment holding company of The LYCRA Company) with effect from 28 November 2025.
Guoco Group Limited Interim Report 2025/26
OTHER INFORMATION
DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES
As at 31 December 2025, the interests and short positions of the Directors in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance ("SFO")) as recorded in the register maintained by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code were disclosed as follows in accordance with the Listing Rules:
Long positions in the shares of the Company and associated corporations of the Company
(A) The Company
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | |
|---|---|---|---|---|
| Personal interests | Total interests | |||
| KWEK Leng Hai | Beneficial owner | 3,800,775 | 3,800,775 | 1.16% |
| KWEK Leng San | Beneficial owner | 209,120 | 209,120 | 0.06% |
(B) Associated Corporations
(a) GuoLine Capital Assets Limited
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | |
|---|---|---|---|---|
| Personal interests | Total interests | |||
| KWEK Leng Hai | Beneficial owner | 841,000 | 841,000 | 2.62% |
| KWEK Leng San | Beneficial owner | 321,790 | 321,790 | 1.00% |
(b) GuocoLand Limited
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | |
|---|---|---|---|---|
| Personal interests | Total interests | |||
| KWEK Leng Hai | Beneficial owner | 35,290,914 | 35,290,914 | 2.98% |
Guoco Group Limited Interim Report 2025/26
OTHER INFORMATION
DIRECTORS' INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES (CONT'D)
Long positions in the shares of the Company and associated corporations of the Company (cont'd)
(B) Associated Corporations (cont'd)
(c) Hong Leong Financial Group Berhad
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | |
|---|---|---|---|---|
| Personal interests | Total interests | |||
| KWEK Leng Hai | Beneficial owner | 2,526,000 | 2,526,000 | 0.22% |
| KWEK Leng San | Beneficial owner | 654,000 | 654,000 | 0.06% |
(d) GuocoLand (Malaysia) Berhad
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | |
|---|---|---|---|---|
| Personal interests | Total interests | |||
| KWEK Leng Hai | Beneficial owner | 226,800 | 226,800 | 0.03% |
(e) The Rank Group Plc
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | |
|---|---|---|---|---|
| Personal interests | Total interests | |||
| KWEK Leng Hai | Beneficial owner | 1,026,209 | 1,026,209 | 0.26% |
| KWEK Leng San | Beneficial owner | 56,461 | 56,461 | 0.01% |
(f) Lam Soon (Hong Kong) Limited
| Director | Capacity | Number of ordinary shares | Approx. % of total number of shares in issue | ||
|---|---|---|---|---|---|
| Personal interests | Family interests | Total interests | |||
| KWEK Leng Hai Lester G. HUANG, SBS, JP | Beneficial owner | 2,300,000 | - | 2,300,000 | 0.95% |
| Interests of spouse | - | 150,000 | 150,000 | 0.06% |
Save as disclosed above, as at 31 December 2025, none of the Directors had any interests or short positions in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code.
Guoco Group Limited Interim Report 2025/26
OTHER INFORMATION
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS
As at 31 December 2025, the substantial shareholders and other persons who had interests or short positions in the shares and underlying shares of 5% or more in the Company's issued share capital as recorded in the register maintained by the Company under Section 336 of the SFO are as follows:
Long positions in the shares and underlying shares of the Company
| Names | Capacity | Number of ordinary shares/underlying shares | Approx. % of total number of shares in issue | ||
|---|---|---|---|---|---|
| Interests in shares | Interests under equity derivatives | Total | |||
| QUEK Leng Chan (“QLC”) | Interest of controlled corporations | 242,008,117 | 40,272,716 | 282,280,833 | |
| (Note 1) | 85.79% | ||||
| GuoLine Capital Assets Limited (“GCAL”) | Interest of controlled corporations | 240,351,792 | – | 240,351,792 | |
| (Note 2) | 73.04% | ||||
| GSL Holdings Limited (“GSLH”) | Interest of controlled corporation | – | 40,272,716 | 40,272,716 | |
| (Note 3) | 12.24% | ||||
| Hong Leong Investment Holdings Pte. Ltd. (“HLInvt”) | Interest of controlled corporations | 240,351,792 | 40,272,716 | 280,624,508 | |
| (Notes 4 & 5) | 85.28% | ||||
| Davos Investment Holdings Private Limited (“Davos”) | Interest of controlled corporations | 240,351,792 | 40,272,716 | 280,624,508 | |
| (Notes 4 & 6) | 85.28% | ||||
| KWEK Leng Kee (“KLK”) | Interest of controlled corporations | 240,351,792 | 40,272,716 | 280,624,508 | |
| (Notes 4 & 7) | 85.28% | ||||
| First Eagle Investment Management, LLC (“FEIM”) | Investment manager | 26,238,046 | – | 26,238,046 | |
| (Note 8) | 7.97% |
Guoco Group Limited Interim Report 2025/26
OTHER INFORMATION
INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS (CONT'D)
Long positions in the shares and underlying shares of the Company (cont'd)
Notes:
- The interest of controlled corporations of QLC comprised 242,008,117 ordinary shares of the Company and 40,272,716 underlying shares of other unlisted cash settled derivatives, and were directly held by:
| Number of ordinary shares/underlying shares | |
|---|---|
| GuoLine Overseas Limited ("GOL") | 236,524,930 |
| GuoLine (Singapore) Pte Ltd ("GSL") | 40,272,716 |
| Assets Nominees Limited ("ANL") | 3,826,862 |
| Robusto Ltd ("RL") | 1,656,325 |
ANL was wholly owned by Guoco Management Company Limited which in turn was wholly owned by the Company. The Company was 71.88% owned by GOL which in turn was wholly owned by GCAL. GSL was wholly owned by GSLH. Each of GCAL and GSLH was 49.11% owned by QLC while RL was wholly owned by QLC.
-
The interests of GCAL were directly held by GOL and ANL as set out in Note 1 above.
-
The interests of GSLH were underlying shares of unlisted cash settled derivatives directly held by GSL as set out in Note 1 above.
-
The interests of HLInvt, Davos and KLK are duplicated.
-
HLInvt was deemed to be interested in these interests through its controlling interests of 34.49% in each of GCAL and GSLH.
-
Davos was deemed to be interested in these interests through its controlling interests of 33.59% in HLInvt.
-
KLK was deemed to be interested in these interests through his controlling interests of 41.92% in Davos.
-
FEIM was deemed to be interested in these interests held by various management accounts and funds controlled by it.
Save as disclosed above, as at 31 December 2025, the Company had not been notified by any person who had interests or short positions in the shares or underlying shares of the Company of 5% or more which should be disclosed pursuant to Part XV of the SFO or as recorded in the register required to be kept by the Company under Section 336 of the SFO.
13
Guoco Group Limited Interim Report 2025/26
CONSOLIDATED INCOME STATEMENT
For the six months ended 31 December 2025 - Unaudited
| Note | 2025 US$'000 | 2024 US$'000 | 2025 HK$'000 (Note 20) | 2024 HK$'000 (Note 20) | |
|---|---|---|---|---|---|
| Turnover | 3 & 4 | 1,526,907 | 1,699,247 | 11,885,291 | 13,193,378 |
| Revenue | 3 & 4 | 1,500,490 | 1,620,456 | 11,679,664 | 12,581,625 |
| Cost of sales | (836,285) | (962,118) | (6,509,559) | (7,470,125) | |
| Other attributable costs | (62,787) | (65,365) | (488,728) | (507,510) | |
| 601,418 | 592,973 | 4,681,377 | 4,603,990 | ||
| Other revenue | 5(a) | 21,303 | 21,599 | 165,820 | 167,700 |
| Other net income | 5(b) | 118,494 | 78,448 | 922,345 | 609,090 |
| Administrative and other operating expenses | (464,825) | (283,459) | (3,618,151) | (2,200,847) | |
| Profit from operations before finance costs | 276,390 | 409,561 | 2,151,391 | 3,179,933 | |
| Finance costs | 3(b) & 6(a) | (108,714) | (139,700) | (846,219) | (1,084,666) |
| Profit from operations | 167,676 | 269,861 | 1,305,172 | 2,095,267 | |
| Net valuation deficit on investment properties | - | (38,701) | - | (300,484) | |
| Share of profits of associates | 106,135 | 97,950 | 826,144 | 760,508 | |
| Share of profits/(losses) of joint ventures | 4,749 | (205) | 36,966 | (1,592) | |
| Profit for the period before taxation | 3 & 6 | 278,560 | 328,905 | 2,168,282 | 2,553,699 |
| Tax expenses | 7 | (38,171) | (54,130) | (297,119) | (420,279) |
| Profit for the period | 240,389 | 274,775 | 1,871,163 | 2,133,420 | |
| Attributable to: | |||||
| Equity shareholders of the Company | 260,348 | 230,404 | 2,026,522 | 1,788,912 | |
| Non-controlling interests | (19,959) | 44,371 | (155,359) | 344,508 | |
| Profit for the period | 240,389 | 274,775 | 1,871,163 | 2,133,420 | |
| Earnings per share | US$ | US$ | HK$ | HK$ | |
| Basic | 9 | 0.80 | 0.71 | 6.23 | 5.50 |
| Diluted | 9 | 0.80 | 0.71 | 6.23 | 5.50 |
The notes on pages 21 to 38 form part of this interim financial report. Details of dividends payable to equity shareholders of the Company attributable to the profit for the period are set out in note 8.
Guoco Group Limited Interim Report 2025/26
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 31 December 2025 - Unaudited
| | 2025
US$'000 | 2024
US$'000 | 2025
HK$'000
(Note 20) | 2024
HK$'000
(Note 20) |
| --- | --- | --- | --- | --- |
| Profit for the period | 240,389 | 274,775 | 1,871,163 | 2,133,420 |
| Other comprehensive income for the period
(after tax and reclassification adjustments) | | | | |
| Items that will not be reclassified to profit or loss: | | | | |
| Equity investments at fair value through
other comprehensive income ("FVOCI") | | | | |
| – net movement in fair value reserve (non-recycling) | 68,081 | (1,529) | 529,936 | (11,872) |
| | 68,081 | (1,529) | 529,936 | (11,872) |
| Items that may be reclassified subsequently to
profit or loss: | | | | |
| Exchange translation differences relating to financial
statements of foreign subsidiaries, associates and
joint ventures | 46,831 | 72,939 | 364,528 | 566,317 |
| Changes in fair value of cash flow hedge | 2,301 | (1,069) | 17,911 | (8,300) |
| Changes in fair value on net investment hedge | (7,605) | 1,148 | (59,196) | 8,914 |
| Share of other comprehensive income of associates | (13,607) | (22,979) | (105,916) | (178,415) |
| | 27,920 | 50,039 | 217,327 | 388,516 |
| Other comprehensive income for the period, net of tax | 96,001 | 48,510 | 747,263 | 376,644 |
| Total comprehensive income for the period | 336,390 | 323,285 | 2,618,426 | 2,510,064 |
| Total comprehensive income for the period
attributable to: | | | | |
| Equity shareholders of the Company | 366,672 | 283,188 | 2,854,138 | 2,198,741 |
| Non-controlling interests | (30,282) | 40,097 | (235,712) | 311,323 |
| | 336,390 | 323,285 | 2,618,426 | 2,510,064 |
The notes on pages 21 to 38 form part of this interim financial report.
Guoco Group Limited Interim Report 2025/26
At 31 December 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Note | At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | At 31 December 2025 (Unaudited) HK$'000 (Note 20) | At 30 June 2025 (Audited) HK$'000 (Note 20) | |
|---|---|---|---|---|---|
| NON-CURRENT ASSETS | |||||
| Investment properties | 5,329,834 | 5,361,142 | 41,486,895 | 42,084,161 | |
| Other property, plant and equipment | 10 | 1,636,119 | 1,670,409 | 12,735,387 | 13,112,460 |
| Right-of-use assets | 856,939 | 848,688 | 6,670,328 | 6,662,073 | |
| Interests in associates | 2,137,008 | 2,004,250 | 16,634,257 | 15,733,062 | |
| Interests in joint ventures | 483,776 | 507,168 | 3,765,664 | 3,981,193 | |
| Equity investments at FVOCI | 823,404 | 749,706 | 6,409,294 | 5,885,080 | |
| Deferred tax assets | 69,919 | 80,329 | 544,243 | 630,571 | |
| Intangible assets | 761,267 | 901,983 | 5,925,626 | 7,080,431 | |
| Goodwill | 267,166 | 313,731 | 2,079,593 | 2,462,740 | |
| Pensions surplus | 10,232 | 10,617 | 79,645 | 83,342 | |
| 12,375,664 | 12,448,023 | 96,330,932 | 97,715,113 | ||
| CURRENT ASSETS | |||||
| Development properties | 11 | 1,479,435 | 1,724,241 | 11,515,774 | 13,535,033 |
| Properties held for sale | 160,255 | 169,593 | 1,247,409 | 1,331,280 | |
| Inventories | 48,505 | 53,517 | 377,558 | 420,100 | |
| Contract assets | 523,576 | 624,010 | 4,075,463 | 4,898,385 | |
| Trade and other receivables | 12 | 248,178 | 387,002 | 1,931,793 | 3,037,908 |
| Tax recoverable | 6,090 | 2,952 | 47,404 | 23,173 | |
| Trading financial assets | 1,411,347 | 1,215,190 | 10,985,784 | 9,539,059 | |
| Cash and short term funds | 1,659,024 | 2,045,858 | 12,913,677 | 16,059,678 | |
| 5,536,410 | 6,222,363 | 43,094,862 | 48,844,616 | ||
| CURRENT LIABILITIES | |||||
| Contract liabilities | 85,577 | 130,448 | 666,123 | 1,023,997 | |
| Trade and other payables | 13 | 690,381 | 764,225 | 5,373,857 | 5,999,052 |
| Bank loans and other borrowings | 14 | 901,259 | 1,322,559 | 7,015,310 | 10,381,890 |
| Taxation | 24,929 | 24,311 | 194,045 | 190,838 | |
| Provisions and other liabilities | 17,655 | 16,792 | 137,425 | 131,815 | |
| Lease liabilities | 67,894 | 60,337 | 528,480 | 473,636 | |
| 1,787,695 | 2,318,672 | 13,915,240 | 18,201,228 | ||
| NET CURRENT ASSETS | 3,748,715 | 3,903,691 | 29,179,622 | 30,643,388 | |
| TOTAL ASSETS LESS CURRENT LIABILITIES | 16,124,379 | 16,351,714 | 125,510,554 | 128,358,501 |
Guoco Group Limited Interim Report 2025/26
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2025
| Note | At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | At 31 December 2025 (Unaudited) HK$'000 (Note 20) | At 30 June 2025 (Audited) HK$'000 (Note 20) | |
|---|---|---|---|---|---|
| NON-CURRENT LIABILITIES | |||||
| Bank loans and other borrowings | 14 | 3,183,012 | 3,680,249 | 24,776,247 | 28,889,403 |
| Amount due to non-controlling interests | 335,530 | 362,356 | 2,611,732 | 2,844,440 | |
| Provisions and other liabilities | 66,740 | 66,497 | 519,497 | 521,991 | |
| Deferred tax liabilities | 113,924 | 103,522 | 886,773 | 812,632 | |
| Lease liabilities | 1,094,074 | 1,089,754 | 8,516,163 | 8,554,405 | |
| 4,793,280 | 5,302,378 | 37,310,412 | 41,622,871 | ||
| NET ASSETS | 11,331,099 | 11,049,336 | 88,200,142 | 86,735,630 | |
| CAPITAL AND RESERVES | |||||
| Share capital | 15 | 164,526 | 164,526 | 1,280,654 | 1,291,504 |
| Reserves | 8,828,681 | 8,589,185 | 68,721,570 | 67,423,814 | |
| Total equity attributable to equity shareholders of the Company | 8,993,207 | 8,753,711 | 70,002,224 | 68,715,318 | |
| Non-controlling interests | 2,337,892 | 2,295,625 | 18,197,918 | 18,020,312 | |
| TOTAL EQUITY | 11,331,099 | 11,049,336 | 88,200,142 | 86,735,630 |
The notes on pages 21 to 38 form part of this interim financial report.
Guoco Group Limited Interim Report 2025/26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2025 - Unaudited
| Attributable to equity shareholders of the Company | ||
|---|---|---|
| Share capital(253 000) | Share premium(253 000) | Capital and other reserves(253 000) |
| At 1 July 2025 | 164,526 | 10,493 |
| Profit for the period | - | - |
| Exchange translation differences relating to financial statements of foreign subsidiaries, associates and joint ventures | - | - |
| Changes in fair value of cash flow hedge | - | - |
| Changes in fair values of equity investments at FVDCI | - | - |
| Changes in fair value on net investment hedge | - | - |
| Share of other comprehensive income of associates | - | - |
| Total comprehensive income for the period | - | - |
| Transfer between reserves | - | - |
| Equity-settled share-based transactions | - | - |
| Share capital reduction in a subsidiary | - | - |
| Distribution payment for perpetual securities | - | - |
| Accrued distribution for perpetual securities | - | - |
| Issuance of perpetual securities | - | - |
| Dividends paid to non-controlling interests by subsidiaries | - | - |
| Final dividend paid in respect of the prior year | - | - |
| At 31 December 2025 | 164,526 | 10,493 |
Guoco Group Limited Interim Report 2025/26
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the six months ended 31 December 2025 - Unaudited
| Attributable to equity shareholder of the Company | ||
|---|---|---|
| Share capital (355 000) | Share premium (350 000) | Capital and other reserves (350 000) |
| At 1 July 2024 | 164,526 | 10,493 |
| Profit for the period | - | - |
| Exchange translation differences relating to financial statements of foreign subsidiaries, associates and joint ventures | - | - |
| Changes in fair value of cash flow hedge | - | - |
| Changes in fair values of equity investments at FVOCI | - | - |
| Changes in fair value on net investment hedge | - | - |
| Share of other comprehensive income of associates | - | - |
| Total comprehensive income for the period | - | - |
| Transfer between reserves | - | - |
| Equity-settled share-based transactions | - | - |
| Capitalisation of a loan from a non-controlling shareholder of a subsidiary | - | - |
| Distribution payment for perpetual securities | - | - |
| Accrued distribution for perpetual securities | - | - |
| Dividends paid to non-controlling interests by subsidiaries | - | - |
| Final dividend paid in respect of the prior year | - | - |
| At 31 December 2024 | 164,526 | 10,493 |
The notes on pages 21 to 38 form part of this interim financial report.
Guoco Group Limited Interim Report 2025/26
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the six months ended 31 December 2025 - Unaudited
| | 2025
US$'000 | 2024
US$'000 |
| --- | --- | --- |
| Net cash generated from operating activities | 655,177 | 614,854 |
| Net cash generated from investing activities | 199,528 | 78,967 |
| Net cash used in financing activities | (1,086,217) | (623,992) |
| Net (decrease)/increase in cash and cash equivalents | (231,512) | 69,829 |
| Cash and cash equivalents at 1 July | 1,073,592 | 1,538,177 |
| Effect of foreign exchange rate changes | 2,878 | (66,550) |
| Cash and cash equivalents at 31 December | 844,958 | 1,541,456 |
| Analysis of the balances of cash and cash equivalents | | |
| Cash and short term funds in the consolidated statement of financial position | 1,659,024 | 1,870,192 |
| Cash collaterals | (9,497) | (14,420) |
| Fixed deposits with maturity over three months | (804,569) | (308,865) |
| Bank overdraft | - | (5,451) |
| Cash and cash equivalents in the condensed consolidated statement of cash flows | 844,958 | 1,541,456 |
The notes on pages 21 to 38 form part of this interim financial report.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
1. MATERIAL ACCOUNTING POLICIES AND BASIS OF PREPARATION
This interim financial report has been prepared in accordance with the applicable disclosure provisions of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with Hong Kong Accounting Standard ("HKAS") 34, "Interim financial reporting", issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA").
The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2024/25 annual financial statements, except for the accounting policy changes that are expected to be reflected in the 2025/26 annual financial statements. Details of any changes in accounting policies are set out in note 2.
The preparation of an interim financial report in conformity with HKAS 34 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.
This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the 2024/25 annual financial statements. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for a full set of financial statements prepared in accordance with HKFRS Accounting Standards.
The interim financial report is unaudited. The financial information relating to the financial year ended 30 June 2025 that is included in the interim financial report as comparative information does not constitute the Company's statutory annual consolidated financial statements for that financial year but is derived from those financial statements. Statutory financial statements for the year ended 30 June 2025 can be obtained on request at the Group Company Secretariat, 50/F., The Center, 99 Queen's Road Central, Hong Kong, or from the Company's website http://www.guoco.com. The auditors expressed an unqualified opinion on those financial statements in their report dated 19 September 2025.
2. CHANGES IN ACCOUNTING POLICIES
The Group has applied the amendments to HKAS 21, The effects of changes in foreign exchange rates - Lack of exchangeability issued by the HKICPA to this interim financial report for the current accounting period.
The amendments do not have a material impact on this interim report as the Group has not entered into any foreign currency transactions in which the foreign currency is not exchangeable into another currency. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
3. SEGMENT REPORTING
In a manner consistent with the way in which information is reported internally to the Group's senior executive management, the Group has four reportable segments, as described below, which are the Group's strategic business units. The strategic business units engage in different business activities, offer different products and services and are managed separately. The following summary describes the operations in each segment:
| Segment | Business activities | Operated by |
|---|---|---|
| Principal investment: | This segment covers debt, equity and direct investments as well as treasury operations and provision of investment advisory and management services, with trading and strategic investments in global capital markets. | Subsidiaries and joint venture |
| Property development and investment: | This segment involves development of residential and commercial properties and holding properties for rental income in the key geographical markets of Singapore, China, Malaysia and Hong Kong. | Subsidiaries, associates and joint ventures |
| Hospitality and leisure: | This segment owns, leases or manages hotels and operates gaming and leisure businesses in the United Kingdom, Spain and Portugal. | Subsidiaries |
| Financial services: | This segment covers commercial and consumer banking, Islamic banking, investment banking, life and general insurance, Takaful insurance, fund management and unit trust, corporate advisory services and stockbrokering. | Associate |
Other segments include a royalty entitlement from the Group's Bass Strait's oil and gas production investment and the manufacture, marketing and distribution of health products through Manuka Health New Zealand Limited. None of these segments met any of the quantitative thresholds for determining reportable segments in the six months ended 31 December 2025 or 2024.
Performance is evaluated on the basis of profit or loss from operations before taxation. Inter-segment pricing is determined on an arm's length basis. The Group's measurement methods used to determine reported segment profit or loss remain unchanged from the financial year 2024/25.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
3. SEGMENT REPORTING (cont'd)
Information regarding the Group's reportable segments for the period is set out below.
(a) Reportable segment revenue and profit or loss (unaudited)
| Principal investment US$'000 | Property development and investment US$'000 | Hospitality and leisure US$'000 | Financial services US$'000 | Others US$'000 | Total US$'000 | |
|---|---|---|---|---|---|---|
| For the six months ended 31 December 2025 | ||||||
| Turnover | 88,393 | 594,175 | 816,797 | - | 27,542 | 1,526,907 |
| Disaggregated by timing of revenue | ||||||
| - Point in time | 61,976 | 247,049 | 816,797 | - | 27,542 | 1,153,364 |
| - Over time | - | 347,126 | - | - | - | 347,126 |
| Revenue from external customers | 61,976 | 594,175 | 816,797 | - | 27,542 | 1,500,490 |
| Inter-segment revenue | 2,539 | 730 | - | - | - | 3,269 |
| Reportable segment revenue | 64,515 | 594,905 | 816,797 | - | 27,542 | 1,503,759 |
| Reportable segment operating profit/(loss) | 171,189 | 131,208 | (22,946) | - | (569) | 278,882 |
| Finance costs | (9,773) | (62,117) | (37,242) | - | (2,074) | (111,206) |
| Share of profits of associates | - | 437 | - | 105,698 | - | 106,135 |
| Share of profits of joint ventures | 723 | 4,026 | - | - | - | 4,749 |
| Profit/(loss) before taxation | 162,139 | 73,554 | (60,188) | 105,698 | (2,643) | 278,560 |
| For the six months ended 31 December 2024 | ||||||
| Turnover | 159,512 | 752,905 | 756,616 | - | 30,214 | 1,699,247 |
| Disaggregated by timing of revenue | ||||||
| - Point in time | 80,721 | 217,982 | 756,616 | - | 30,214 | 1,085,533 |
| - Over time | - | 534,923 | - | - | - | 534,923 |
| Revenue from external customers | 80,721 | 752,905 | 756,616 | - | 30,214 | 1,620,456 |
| Inter-segment revenue | 4,831 | 948 | - | - | - | 5,779 |
| Reportable segment revenue | 85,552 | 753,853 | 756,616 | - | 30,214 | 1,626,235 |
| Reportable segment operating profit | 131,025 | 141,254 | 134,722 | - | 7,346 | 414,347 |
| Finance costs | (17,057) | (87,869) | (36,154) | - | (3,406) | (144,486) |
| Net valuation deficit on investment properties | - | (38,701) | - | - | - | (38,701) |
| Share of profits of associates | - | 363 | - | 97,587 | - | 97,950 |
| Share of profits/(losses) of joint ventures | 1,195 | (1,400) | - | - | - | (205) |
| Profit before taxation | 115,163 | 13,647 | 98,568 | 97,587 | 3,940 | 328,905 |
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
3. SEGMENT REPORTING (cont'd)
(b) Reconciliations of reportable segment revenue and finance costs (unaudited)
Revenue
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
US$'000 | 2024
US$'000 |
| Reportable segment revenue | 1,503,759 | 1,626,235 |
| Elimination of inter-segment revenue | (3,269) | (5,779) |
| Consolidated revenue (Note 4) | 1,500,490 | 1,620,456 |
Finance costs
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
US$'000 | 2024
US$'000 |
| Reportable finance costs | 111,206 | 144,486 |
| Elimination of inter-segment finance costs | (2,492) | (4,786) |
| Consolidated finance costs (Note 6(a)) | 108,714 | 139,700 |
4. TURNOVER AND REVENUE
The amount of each significant category of turnover and revenue is as follows:
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Revenue from sale of properties | 466,847 | 635,399 |
| Revenue from hospitality and leisure | 815,587 | 755,980 |
| Rental income from properties | 102,428 | 96,683 |
| Dividend income | 40,155 | 55,278 |
| Interest income | 33,781 | 39,745 |
| Revenue from sales of goods | 27,539 | 30,208 |
| Others | 14,153 | 7,163 |
| Revenue | 1,500,490 | 1,620,456 |
| Proceeds from sale of investments in securities | 26,417 | 78,791 |
| Turnover | 1,526,907 | 1,699,247 |
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
5. OTHER REVENUE AND NET INCOME
(a) Other revenue
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Sublease income | 5,005 | 4,044 |
| Bass Strait oil and gas royalty | 12,899 | 13,711 |
| Hotel management fee | 491 | 462 |
| Income from forfeiture of deposit from sale of properties | 1,960 | 2,116 |
| Others | 948 | 1,266 |
| | 21,303 | 21,599 |
(b) Other net income
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Net realised and unrealised gains on trading financial assets | 114,212 | 53,586 |
| Net realised and unrealised gains/(losses) on derivative financial instruments | 1,677 | (1,134) |
| Net losses on foreign exchange contracts | (5,475) | (3,060) |
| Other exchange gains | 6,090 | 8,945 |
| Net gains/(losses) on disposal of property, plant and equipment | 14,580 | (1,750) |
| Gain on disposal of a subsidiary | - | 8,475 |
| Gain on extinguishment of lease liabilities in relation to surrender of leases | - | 12,927 |
| Loss on payment fraud incident in a subsidiary | (8,630) | - |
| Others | (3,960) | 459 |
| | 118,494 | 78,448 |
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
6. PROFIT FOR THE PERIOD BEFORE TAXATION
Profit for the period before taxation is arrived at after charging/(crediting):
(a) Finance costs
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Interest on bank loans and other borrowings | 76,071 | 115,828 |
| Interest on lease liabilities | 30,327 | 26,258 |
| Other borrowing costs | 5,194 | 3,024 |
| Total borrowing costs | 111,592 | 145,110 |
| Less: borrowing costs capitalised into: | | |
| – development properties | (751) | (954) |
| – investment properties | (2,127) | (4,456) |
| Total borrowing costs capitalised (Note) | (2,878) | (5,410) |
| | 108,714 | 139,700 |
Note:
These borrowing costs have been capitalised at rates of 1.90% to 5.63% (2024: 3.56% to 5.08%) per annum.
(b) Staff cost
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Salaries, wages and other benefits | 250,623 | 237,238 |
| Contributions to defined contribution retirement plans | 8,588 | 7,585 |
| Social security costs | 21,043 | 18,251 |
| Equity-settled share-based payment expenses | 602 | 1,430 |
| | 280,856 | 264,504 |
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
6. PROFIT FOR THE PERIOD BEFORE TAXATION (cont'd)
(c) Other items
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Depreciation | | |
| - other property, plant and equipment | 35,379 | 31,922 |
| - right-of-use assets | 28,960 | 19,077 |
| Net impairment losses (Note) | | |
| - intangible assets | 121,728 | - |
| - goodwill | 38,644 | - |
| - right-of-use assets | 12,269 | - |
| Amortisation | | |
| - customer relationship, licences and brand names | 803 | 937 |
| - casino licences and brand names | 32 | 35 |
| - Bass Strait oil and gas royalty | 2,191 | 2,833 |
| - other intangible assets | 6,605 | 9,977 |
| Allowance for foreseeable loss on development properties | - | 31,500 |
| Gross rental income from investment properties | (102,428) | (96,683) |
| Less: direct outgoings | 23,719 | 21,361 |
| Net rental income | (78,709) | (75,322) |
Note:
Due to uncertainty in future performance outlook driven by multiple challenges including increased competitive pressures in key export markets and decline in international demand for premium honey products, an impairment assessment on Manuka Health New Zealand Limited was conducted. The recoverable amount of the cash generating unit ("CGU") was determined using a value-in-use calculation, based on discounted cash flow projections covering a five-year period. Key assumptions included forecast sales growth, gross margin expectations, and a pre-tax discount rate of 14%. As a result, an impairment loss of US$9.6 million was recognised against goodwill.
In addition, management identified impairment indicators in gaming and leisure businesses of The Rank Group Plc, notably the sustained decline in its market capitalisation and challenge from Remote Gaming Duty and increased operating costs. The recoverable amounts of the gaming and leisure businesses have been calculated with reference to its value-in-use. Value-in-use calculations are based upon estimates of future cash flows derived from the Group's strategic business plan, the pre-tax discount rate of 12% to 15% and growth rates of 2% to 4% used to extrapolate cash flow beyond the forecast period. Following impairment testing, the recoverable amount was determined to be lower than its carrying amount and impairment losses on goodwill of US$29.0 million, intangible assets of US$121.7 million and right-of-use assets of US$12.3 million of the CGU were recognised respectively at the end of the reporting period.
The net impairment losses are included in administrative and other operating expenses in the consolidated income statement.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
7. TAX EXPENSES
Taxation in the consolidated income statement represents:
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Current tax - Hong Kong Profits Tax | (869) | - |
| Current tax - Overseas | 16,270 | 21,702 |
| Pillar two income tax | 111 | 1,409 |
| Deferred tax | 22,659 | 31,019 |
| | 38,171 | 54,130 |
The provision for Hong Kong Profits Tax is calculated by applying the estimated annual effective tax rate of 16.5% (2024: 16.5%) to the profits for the six months ended 31 December 2025. Taxation for overseas subsidiaries is similarly calculated using the estimated annual effective rates of taxation that are expected to be applicable in the relevant countries.
Pillar Two Income Tax
The Company is part of a multinational enterprise group which is subject to the Global Anti-Base Erosion Model Rules ("Pillar Two") published by the Organisation for Economic Co-operation and Development.
Pillar Two legislation has been enacted in certain jurisdictions the Group operates. The Group is in scope of the enacted Pillar Two legislation, including the Hong Kong Inland Revenue (Amendment) (Minimum Tax for Multinational Enterprise Groups) Ordinance 2025, for the financial year ending 30 June 2026. In certain other jurisdictions in which the Group operates, the enacted Pillar Two legislation took effect earlier from the financial year ended 30 June 2025.
The Group has applied the temporary mandatory exception from deferred tax accounting for the top-up tax and accounted for the tax as current tax when incurred.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
8. DIVIDENDS
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Dividends payable/paid in respect of the current year:
– Interim dividend declared of HK$0.70 (2024: HK$0.60)
per ordinary share | 29,591 | 25,428 |
| Dividends paid in respect of the prior year:
– Final dividend of HK$2.90 (2024: HK$2.70) per ordinary share | 121,084 | 112,826 |
The interim dividend declared for the year ending 30 June 2026 of US$29,591,000 (2025: US$25,428,000) is calculated based on 329,051,373 ordinary shares (2024: 329,051,373 ordinary shares) in issue as at 31 December 2025.
The interim dividend declared after the interim period has not been recognised as a liability at the end of the interim reporting period in the accounts.
9. EARNINGS PER SHARE
(a) Basic earnings per share
The calculation of basic earnings per share is based on the profits attributable to equity shareholders of the Company of US$260,348,000 (2024: US$230,404,000) and the weighted average number of 325,224,511 ordinary shares (2024: 325,224,511 ordinary shares) in issue during the period.
(b) Diluted earnings per share
For the six months ended 31 December 2025 and 2024, the diluted earnings per share equalled the basic earnings per share as there were no dilutive potential ordinary shares outstanding during the periods.
10. OTHER PROPERTY, PLANT AND EQUIPMENT
During the six months ended 31 December 2025, the Group acquired items of property, plant and equipment with a cost of US$46,084,000 (2024: US$42,836,000). The Group disposed of items of property, plant and equipment with a net book value of US$21,476,000 (2024: US$2,069,000) during the six months ended 31 December 2025.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
11. DEVELOPMENT PROPERTIES
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Cost | 5,309,953 | 5,304,749 |
| Less: Progress instalments received and receivable | (3,527,415) | (3,281,322) |
| Allowance for foreseeable losses | (303,103) | (299,186) |
| 1,479,435 | 1,724,241 |
12. TRADE AND OTHER RECEIVABLES
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Trade debtors | 119,828 | 242,933 |
| Other receivables, deposits and prepayments | 113,123 | 131,989 |
| Derivative financial instruments, at fair value | 5,840 | 3,312 |
| Interest receivables | 9,387 | 8,768 |
| 248,178 | 387,002 |
Included in the Group's trade and other receivables is US$8.5 million (30 June 2025: US$11.5 million) which is expected to be recovered after one year.
As of the end of the reporting period, the ageing analysis of trade debtors (which are included in trade and other receivables), based on the invoice date and net of allowance for doubtful debts, is as follows:
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Within 1 month | 113,223 | 233,088 |
| 1 to 3 months | 4,600 | 6,951 |
| More than 3 months | 2,005 | 2,894 |
| 119,828 | 242,933 |
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
13. TRADE AND OTHER PAYABLES
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Trade creditors | 111,877 | 147,955 |
| Other payables and accrued operating expenses | 550,195 | 567,654 |
| Derivative financial instruments, at fair value | 17,007 | 30,746 |
| Amounts due to fellow subsidiaries | 10,853 | 17,448 |
| Amounts due to associates and joint ventures | 449 | 422 |
| 690,381 | 764,225 |
Included in trade and other payables is US$107.0 million (30 June 2025: US$79.8 million) which is expected to be payable after one year.
As of the end of the reporting period, the ageing analysis of trade creditors (which are included in trade and other payables), based on the invoice date, is as follows:
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Within 1 month | 68,739 | 78,221 |
| 1 to 3 months | 29,551 | 58,923 |
| More than 3 months | 13,587 | 10,811 |
| 111,877 | 147,955 |
The amounts due to fellow subsidiaries, associates and joint ventures are unsecured, interest free and have no fixed repayment terms.
31
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
14. BANK LOANS AND OTHER BORROWINGS
| | At 31 December 2025
(Unaudited) | | | At 30 June 2025
(Audited) | | |
| --- | --- | --- | --- | --- | --- | --- |
| | Current portion
US$'000 | Non-current portion
US$'000 | Total
US$'000 | Current portion
US$'000 | Non-current portion
US$'000 | Total
US$'000 |
| Bank loans | | | | | | |
| - Secured | 35,446 | 2,266,528 | 2,301,974 | 32,044 | 2,770,669 | 2,802,713 |
| - Unsecured | 632,750 | 389,562 | 1,022,312 | 1,133,596 | 298,880 | 1,432,476 |
| | 668,196 | 2,656,090 | 3,324,286 | 1,165,640 | 3,069,549 | 4,235,189 |
| Unsecured medium term notes and bonds | 233,063 | 526,922 | 759,985 | 156,919 | 610,700 | 767,619 |
| | 901,259 | 3,183,012 | 4,084,271 | 1,322,559 | 3,680,249 | 5,002,808 |
15. SHARE CAPITAL
| | At 31 December 2025
(Unaudited) | | At 30 June 2025
(Audited) | |
| --- | --- | --- | --- | --- |
| | No. of shares
'000 | US$'000 | No. of shares
'000 | US$'000 |
| Authorised:
Ordinary shares of US$0.50 each | 800,000 | 400,000 | 800,000 | 400,000 |
| Issued and fully paid | 329,051 | 164,526 | 329,051 | 164,526 |
Note:
As at 31 December 2025, 3,826,862 (30 June 2025: 3,826,862) ordinary shares were acquired by the Group to reserve for the Executive Share Scheme for the purpose of satisfying the exercise of share options and/or vesting of free shares to be granted to eligible participants.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
16. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
(a) Financial assets and liabilities measured at fair value
The following table presents the fair value of the Group's financial instruments measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy as defined in HKFRS 13, Fair Value Measurement. The level into which a fair value measurement is classified is determined with reference to the observability and significance of the inputs used in the valuation technique as follows:
- Level 1 valuations: Fair value measured using only Level 1 inputs i.e. unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
- Level 2 valuations: Fair value measured using Level 2 inputs i.e. observable inputs which fail to meet Level 1, and not using significant unobservable inputs. Unobservable inputs are inputs for which market data are not available.
- Level 3 valuations: Fair value measured using significant unobservable inputs.
| | At 31 December 2025
(Unaudited) | | | | At 30 June 2025
(Audited) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Level 1
US$'000 | Level 2
US$'000 | Level 3
US$'000 | Total
US$'000 | Level 1
US$'000 | Level 2
US$'000 | Level 3
US$'000 | Total
US$'000 |
| Recurring fair value measurements | | | | | | | | |
| Assets | | | | | | | | |
| Equity investments at FVOCI: | | | | | | | | |
| -Listed | 745,565 | - | - | 745,565 | 671,588 | - | - | 671,588 |
| -Unlisted | - | 3,385 | 74,454 | 77,839 | - | 3,385 | 74,733 | 78,118 |
| Trading financial assets: | | | | | | | | |
| -Listed | 1,376,893 | - | - | 1,376,893 | 1,215,190 | - | - | 1,215,190 |
| -Unlisted | 34,454 | - | - | 34,454 | - | - | - | - |
| Derivative financial instruments: | | | | | | | | |
| -Equity swaps | - | 1,701 | - | 1,701 | - | 24 | - | 24 |
| -Forward exchange contracts | - | 4,139 | - | 4,139 | - | 3,288 | - | 3,288 |
| | 2,156,912 | 9,225 | 74,454 | 2,240,591 | 1,886,778 | 6,697 | 74,733 | 1,968,208 |
| Liabilities | | | | | | | | |
| Derivative financial instruments: | | | | | | | | |
| -Interest rate swaps | - | 9,811 | - | 9,811 | - | 12,223 | - | 12,223 |
| -Forward exchange contracts | - | 5,811 | - | 5,811 | - | 17,138 | - | 17,138 |
| -Equity swaps | - | 1,385 | - | 1,385 | - | 1,385 | - | 1,385 |
| | - | 17,007 | - | 17,007 | - | 30,746 | - | 30,746 |
During the six months ended 31 December 2025, there were no transfers between Level 1 and Level 2 (2024: Nil).
33
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
16. FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (cont'd)
(a) Financial assets and liabilities measured at fair value (cont'd)
Valuation techniques and inputs used in Level 2 fair value measurements
The fair value of forward exchange contracts is determined based on quotes from market makers or alternative market participants supported by observable inputs including spot and forward exchange rates. The fair value of other derivative financial instruments is determined based on the amount that the Group would receive or pay to terminate the contracts with the independent counterparties at the end of the reporting period, taking into account current observable inputs. The fair value of the unlisted equity investment at FVOCI in Level 2 is determined based on the quoted prices for similar instruments in active markets.
Information about Level 3 fair value measurements
Other unlisted equity investments at FVOCI carried at fair value are categorised within Level 3 of the fair value hierarchy. The fair values are determined using a valuation technique or based on the net asset value approach, which takes into consideration the fair value of the underlying assets and liabilities of the investee fund.
The movements during the period in the balance of Level 3 fair value measurements are as follows:
| Six months ended 31 December | ||
|---|---|---|
| 2025 (Unaudited) US$'000 | 2024 (Unaudited) US$'000 | |
| Unlisted equity investments at FVOCI: | ||
| At 1 July | 74,733 | 66,602 |
| Net unrealised (losses)/gains recognised in other comprehensive income during the period | (207) | 1,277 |
| Additions | 51 | 1,677 |
| Cash distribution | (123) | (261) |
| At 31 December | 74,454 | 69,295 |
The net unrealised gains or losses arising from the remeasurement of the unlisted equity investments at FVOCI are recognised in fair value reserve (non-recycling) in other comprehensive income. Upon disposal of the equity investments, the amount accumulated in other comprehensive income is transferred directly to retained profits.
(b) Fair value of financial assets and liabilities carried at other than fair value
The carrying amounts of the financial instruments carried at cost or amortised cost are not materially different from their fair values as at 31 December 2025 and 30 June 2025.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
17. CAPITAL COMMITMENTS OUTSTANDING NOT PROVIDED FOR IN THE FINANCIAL STATEMENTS
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Authorised and contracted for | 17,007 | 17,625 |
| Authorised but not contracted for | 34,535 | 35,667 |
| 51,542 | 53,292 |
At 31 December 2025, the commitment in respect of development expenditure contracted but not provided for in the financial statements by the Group was US$450.4 million (30 June 2025: US$521.4 million).
18. CONTINGENT LIABILITIES
Rank
Property arrangements
Rank has certain property arrangements under which rental payments revert to Rank in the event of a default by the third party. As at 31 December 2024, Portsmouth remains the sole site with a potential obligation for Rank. The site has been sub-leased to a third party, with an annual rent of GBP0.2 million (approximately US$0.3 million), and the lease will expire in June 2027. At 31 December 2025, the maximum obligation for Rank is GBP0.2 million (approximately US$0.3 million) on a discounted basis.
Legal and regulatory landscape
Given the nature of the legal and regulatory landscape of the industry, from time to time, Rank receives notices and communications from regulatory authorities and other parties in respect of its activities and is subject to compliance assessments of its licensed activities.
Rank recognises that there is uncertainty over any fines or charges that may be levied by regulators as a result of past events and depending on the status of such reviews, it is not always possible to reliably estimate the likelihood, timing and value of potential cash outflows.
There are currently no additional regulatory reviews that would suggest that Rank has a financial exposure.
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
18. CONTINGENT LIABILITIES (cont'd)
Rank (cont'd)
Disposal claims
As a consequence of historic sale or closure of previously owned businesses, Rank may be liable for legacy industrial disease and personal injury claims alongside any other directly attributable costs. The nature and timing of these claims are uncertain and depending on the result of the claim's assessment review, it is not always possible to reliably estimate the likelihood, timing and value of potential cash outflows.
Contingent consideration
On 21 April 2022, Rank completed the purchase of the remaining 50% shareholding of Rank Interactive Limited (previously known as Aspers Online Limited) for a total consideration GBP1.3 million (approximately US$1.6 million). Of this consideration, GBP0.5 million (approximately US$0.6 million) was paid in cash on completion in lieu of the outstanding loan balance Rank owed to the seller and GBP0.8 million (approximately US$1.0 million) in contingent consideration included in trade and other payables.
The contingent consideration will be equivalent to a percentage of the net gaming revenue generated from the acquired customer database. A present value of GBP0.8 million (approximately US$1.0 million) was recognised at 30 June 2022.
Rank has settled GBP0.7 million (approximately US$0.9 million) of the contingent consideration up to date, leaving a balance of GBP0.1 million (approximately US$0.1 million) as at 31 December 2025. This balance is deemed sufficient to cover payments until the end of the 2026 financial year.
19. MATERIAL RELATED PARTY TRANSACTIONS
(a) Banking transactions
Transactions with companies in the Hong Leong Company (Malaysia) Berhad ("HLCM") Group:
During the period, the Group entered into a number of transactions in the normal course of business with companies in the HLCM Group including deposits and correspondent banking transactions. The transactions were priced based on the relevant market rates at the time of each transaction, and were under the same terms as those available to the independent counterparties and customers.
Mr. QUEK Leng Chan, being a deemed controlling shareholder of the Company, is a deemed controlling shareholder HLCM. Companies in the HLCM Group are deemed related parties to the Group.
Information relating to interest income from these transactions during the period and balance outstanding at the end of the reporting period is set out below:
(i) Income
| | Six months ended
31 December | |
| --- | --- | --- |
| | 2025
(Unaudited)
US$'000 | 2024
(Unaudited)
US$'000 |
| Interest income | 259 | 245 |
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
19. MATERIAL RELATED PARTY TRANSACTIONS (cont'd)
(a) Banking transactions (cont'd)
(ii) Balance
| At 31 December 2025 (Unaudited) US$'000 | At 30 June 2025 (Audited) US$'000 | |
|---|---|---|
| Deposits and short term funds | 53,785 | 26,126 |
(b) Management fees
On 30 June 2023, the Company entered into the Master Services Agreement with GuoLine Group Management Company Pte. Ltd. ("GGMC") for three financial years from 1 July 2023 to 30 June 2026. GGMC or other Hong Leong Group company(ies) (comprising GuoLine Capital Assets Limited ("GCAL") and HLCM and their subsidiaries) as may be agreed by the parties from time to time may become service provider(s) under the Master Services Agreement.
GGMC is a wholly-owned subsidiary of GCAL, the ultimate holding company and a substantial shareholder of the Company. Mr. QUEK Leng Chan, being a controlling shareholder of GCAL and HLCM, is regarded as a substantial shareholder of the Company. GGMC and other Hong Leong Group companies which may become service provider(s) under the Master Services Agreement are deemed related parties to the Group.
Total amount paid or provided for in respect of management fees to GGMC and HL Management Co Sdn Bhd for the six months ended 31 December 2025 amounted to US$12,630,000 (2024: US$8,669,000) and US$44,000 (2024: US$120,000) respectively.
(c) Investment management fees and advisory fees
On 1 November 2022, Asia Fountain Assets Limited ("AFAL"), an indirect wholly-owned subsidiary of the Company, entered into the Investment Management Agreement with GuoLine Advisory Pte. Ltd. ("GAPL", a 50:50 joint venture company owned by GuocoEquity Assets Limited (a direct wholly-owned subsidiary of the Company) and GGMC). GAPL provides AFAL with discretionary fund management services in relation to all the investment assets (including monies and other investment products) of AFAL, proceeds therefrom and dividend income, other than those which may be designated by AFAL as not forming part of the mandate of GAPL under the Investment Management Agreement in accordance with the terms and conditions of the Investment Management Agreement.
On 1 November 2022, Guoco Management Company Limited ("GMC"), a direct wholly-owned subsidiary of the Company, entered into the Investment Advisory and Management Agreement with GAPL. GAPL provides GMC, Asia Fountain Investment Company Limited (an indirect wholly-owned subsidiary of the Company) and other relevant wholly-owned subsidiaries of the Company with investment advisory services in accordance with the terms and conditions of the Investment Advisory and Management Agreement.
Total amount paid or provided for in respect of investment management fees to GAPL by AFAL for the six months ended 31 December 2025 amounted to US$2,025,000 (2024: US$1,826,000).
Total amount paid or provided for in respect of advisory fees to GAPL by GMC for the six months ended 31 December 2025 amounted to US$134,000 (2024: US$168,000).
37
Guoco Group Limited Interim Report 2025/26
NOTES TO THE UNAUDITED INTERIM FINANCIAL REPORT
19. MATERIAL RELATED PARTY TRANSACTIONS (cont'd)
(d) Project Management and Services Agreements
(i) Project Management and Services Agreement between GuocoLand Property Management Pte. Ltd. ("GPML") and Springleaf Residence Pte. Ltd. ("SPB")
On 15 July 2024, GPML, a wholly-owned subsidiary of GuocoLand Limited ("GuocoLand"), entered into a project management and services agreement (the "SPB Agreement") with SPB, a joint venture company established to undertake the acquisition and development of a land parcel situated at Upper Thomson Road, Singapore, and the sales and marketing of the residential units in the development. Pursuant to the SPB Agreement, GPML provides project management services, financial coordination services, residential marketing services, management services and other related ancillary services to SPB in accordance with the terms and conditions therein.
SPB is a 60%:40% joint venture company owned by GuocoLand (Singapore) Pte. Ltd. ("GLS", a wholly-owned subsidiary of GuocoLand) and Intrepid Investments Pte. Ltd. ("Intrepid") respectively. Intrepid is an indirect subsidiary of Hong Leong Investment Holdings Pte. Ltd. ("HLIH"), a substantial shareholder of the Company. SPB is regarded as a related party to the Group.
The total fees paid or payable by SPB for the six months ended 31 December 2025 amounted to approximately US$9,882,000.
(ii) Project Management and Services Agreement between GPML and Faber Residence Pte. Ltd. ("FWR")
On 24 February 2025, GPML entered into a project management and services agreement (the "FWR Agreement") with FWR, a joint venture company established to undertake the acquisition and development of a land parcel situated at Faber Walk, Singapore, and the sales and marketing of the residential units in the development. Pursuant to the FWR Agreement, GPML provides project management services, financial coordination services, residential marketing services, management services and other related ancillary services to FWR in accordance with the terms and conditions therein.
FWR is a joint venture company owned as follows: 50% by GLS, 40% by TID Residential Pte. Ltd. ("TIDR") and 10% by Intrepid. TIDR and Intrepid are indirect subsidiaries of HLIH, a substantial shareholder of the Company. FWR is regarded as a related party to the Group.
The total fees paid or payable by FWR for the six months ended 31 December 2025 amounted to approximately US$3,759,000.
20. HONG KONG DOLLAR AMOUNTS
The Hong Kong dollar figures shown in the consolidated income statement, consolidated statement of comprehensive income and consolidated statement of financial position are for information only. The Company's functional currency is United States dollar. The Hong Kong dollar figures are translated from United States dollar at the rates ruling at the respective financial period ends.
21. REVIEW BY BOARD AUDIT AND RISK MANAGEMENT COMMITTEE
The unaudited interim results for the six months ended 31 December 2025 have been reviewed by the Board Audit and Risk Management Committee of the Company. The information in these interim results does not constitute statutory accounts.