PALASINO：INTERIMREPORT2024-2025.pdf

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1、Palasino Holdings Limited百樂皇宮控股有限公司(Incorporated in the Cayman Islands with limited liability)Stock Code 股份代號：2536INTERIM REPORT 中期報告2024-25(於開曼群島註冊成立的有限公司)INTERIM REPORT 2024-25 中期報告Palasino Holdings Limited 百樂皇宮控股有限公司2Corporate Information3Interim Results 2024/254Management Discussion and Analysis

2、14Non-HKFRS Financial Measures16Other Information24Report on Review of Condensed Consolidated Financial Statements25Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income26Condensed Consolidated Statement of Financial Position28Condensed Consolidated Statement of Changes i

3、n Equity29Condensed Consolidated Statement of Cash Flows30Notes to the Condensed Consolidated Financial StatementsContentsCorporate Information2PALASINO HOLDINGS LIMITEDAs at 26 November 2024BOARD OF DIRECTORSExecutive DirectorPavel MARK(Chief Executive Officer)Non-Executive DirectorsTan Sri Dato Da

4、vid CHIU(Chairman)Cheong Thard HOONGMengbi LI(appointed on 1 July 2024)Independent Non-Executive DirectorsNgai Wing LIUKam Choi Rox LAMSin Kiu NGJie JIAO(appointed on 1 July 2024)AUDIT COMMITTEENgai Wing LIU(Chairman)Kam Choi Rox LAMSin Kiu NGJie JIAO(appointed on 1 July 2024)NOMINATION COMMITTEETan

5、 Sri Dato David CHIU(Chairman)Ngai Wing LIUKam Choi Rox LAMSin Kiu NGREMUNERATION COMMITTEENgai Wing LIU(Chairman)Cheong Thard HOONGKam Choi Rox LAMEXECUTIVE COMMITTEEPavel MARK(Chairman)Kwok Tai LAWCHIEF FINANCIAL OFFICERKwok Tai LAWCOMPANY SECRETARYKwok Tai LAWAUTHORISED REPRESENTATIVESCheong Thar

6、d HOONGKwok Tai LAWLEGAL ADVISORSReed Smith Richards Butler LLPConyers Dill&PearmanBecker a Poliakoff,s.r.o.,advoktn kancelKraft Rechtsanwalts GmbHavocado rechtsanwlteWH PartnersJustyna Zyga ECO Legal KancelariaRadcy PrawnegoCOMPLIANCE ADVISERAltus Capital LimitedAUDITORDeloitte Touche TohmatsuRegis

7、tered Public Interest Entity AuditorsPRINCIPAL BANKERSAllgemeine Sparkasse ObersterreichBankaktiengesellstaftErste Bank der oesterreichischen Sparkassen AGKreissparkasse KlnSparkasse Langen-SeligenstadtSparkasse MndenCesk spoitelna,a.s.Finductive Ltd.Raiffeisenbank a.sBank Julius Baer&Co.Ltd.Industr

8、ial and Commercial Bank of China(Asia)LimitedKomern bankaPLACE OF INCORPORATIONCayman IslandsREGISTERED OFFICECricket Square,Hutchins DriveP.O.Box 2681Grand Cayman KY1-1111Cayman IslandsPRINCIPAL OFFICE16/F,Far East Consortium Building121 Des Voeux Road CentralHong KongHONG KONG SHARE REGISTRARTrico

9、r Investor Services Limited17/F.,Far East Finance Centre,16 Harcourt Road,Hong KongLISTING INFORMATIONOrdinary Shares(Code:2536)The Stock Exchange of Hong Kong LimitedWEBSITEhttp:/Interim Results 2024/253INTERIM REPORT 2024-25INTERIM RESULTSThe board(the“Board”)of directors(the“Directors”)of Palasin

10、o Holdings Limited(the“Company”)is pleased to announce the unaudited consolidated results of the Company and its subsidiaries(collectively,the“Group”)for the six months ended 30 September 2024(“1H FY2025”).These unaudited consolidated financial statements have been reviewed by the Companys audit com

11、mittee(the“Audit Committee”)prior to recommending them to the Board for approval.Financial year ended or ending 31 March is referred to as“FY”throughout this report.The Groups revenue increased from approximately HK$278 million for the six months ended 30 September 2023(“1H FY2024”)to approximately

12、HK$282 million for 1H FY2025.It is mainly due to the increase in the gaming revenue from slot machine operations during the current interim period.The Groups net profit and profit attributable to the owners of the Company were both approximately HK$16 million for 1H FY2025(1H FY2024:HK$17 million an

13、d HK$15 million,respectively).INTERIM DIVIDENDSThe Directors did not recommend the payment of an interim dividend in respect of 1H FY2025(1H FY2024:Nil).Management Discussionand Analysis4PALASINO HOLDINGS LIMITEDFINANCIAL REVIEWRevenueThe Groups revenue increased by approximately HK$4 million or 1%f

14、rom approximately HK$278 million for 1H FY2024 to approximately HK$282 million for 1H FY2025.This was mainly attributable to the increase in the number of slot machines and slot attendance.A breakdown of the Groups revenue is set out below.1H FY20251H FY2024%ChangeHK$000HK$000 Gaming revenue196,1181

15、94,2791%Hotel,catering and related services revenue85,54484,0082%Leasing revenue431N/A 282,093278,2871%Gaming tax(71,727)(67,351)6%Total Net Revenue210,366210,9360%Gaming revenue is generated from the three casinos in the Czech Republic,which mainly offer slot machines and table games.For 1H FY2025,

16、gaming revenue amounted to approximately HK$196 million(1H FY2024:HK$194 million),representing 70%(1H FY2024:70%)of total revenue for the same period.The increase in gaming revenue by approximately HK$2 million or 1%was mainly driven by the increase in revenue from the slot machine operations.Please

17、 refer to below for further details on the results of the Groups gaming operations.Hotel,catering and related services revenue is generated primarily from(i)Hotel Savannah in the Czech Republic,(ii)Hotel Columbus,Hotel Auefeld,Hotel Kranichhhe in Germany,and(iii)Hotel Donauwelle in Austria.For 1H FY

18、2025,revenue from hotel,catering and related services amounted to approximately HK$86 million(1H FY2024:HK$84 million),representing 30%(1H FY2024:30%)of total revenue.The increase of approximately HK$2 million or 2%comes from both the hotel operation and catering operation.Please refer to below for

19、further details on the operating results of hotels,catering and related services.Leasing revenue comes from the existing tenants of the Mikulov property which the Group acquired in February 2024 for conversion into a casino.Gaming taxFor 1H FY2025,the gaming tax under the relevant Czech laws was cal

20、culated based on 35%and 30%of the gross gaming revenue(“GGR”)of slot machines and table games,respectively.The gaming tax for 1H FY2025 amounted to approximately HK$72 million(1H FY2024:HK$67 million),representing 34%(1H FY2024:32%)of the gross gaming revenue.The increase in gaming tax by approximat

21、ely HK$5 million or 7%from approximately HK$67 million for 1H FY2024 to approximately HK$72 million for 1H FY2025 is consistent with(i)the growth of GGR;and(ii)the increase in the gaming tax rate under the relevant Czech laws for table games from 23%to 30%since 1 January 2024.5INTERIM REPORT 2024-25

22、Management Discussion and AnalysisThe below table summarises the selected results of the Groups casino operation:1H FY20251H FY2024HK$000HK$000 Gaming revenue from:slot machine operations157,974155,896 table gaming operations38,14438,383 196,118194,279 DropSlot machine drop3,150,9623,171,291Table ga

23、mes drop182,996197,709 Total3,333,9583,369,000 Gross gaming revenueSlot machine gross win167,110165,317Table games gross win43,12343,896 Total210,233209,213 HK$HK$Average slot win per machine per day(Note 1)1,5241,611Average daily gross win per table(Note 1)3,8013,987Slot machine hold percentage(Not

24、e 2)5.3%5.2%Table hold percentage(Note 2)23.6%22.2%Occupancy rates of slot machines Overall(Note 3)20.2%20.8%Peak hours(8 p.m.to 12 a.m.)(Note 4)67.3%69.3%Notes:1.Average slot win per machine per day=Slot machine gross win/(opening number of machines+closing number of machines)/2)/number of open day

25、sAverage daily gross win per table=Table games gross win/(opening number of tables+closing number of tables)/2)/number of open days2.A slot machine dropB table game dropC slot machine gross winD table game gross winSlot machine hold percentage=(C/A)x 100%Table games hold percentage=(D/B)x 100%3.Occu

26、pancy rate=(number of slot machines that are actively being used by players/total number of slot machines available)x 100%A slot machine is regarded as actively being used by players when a player logs into the slot machine during a gaming session by inserting a player account card.4.Peak hours refe

27、r to 8 p.m.to 12 a.m.every Friday and Saturday.6PALASINO HOLDINGS LIMITEDManagement Discussion and AnalysisRevenue generated from slot machines operation amounted to approximately HK$158 million(1H FY2024:HK$156 million),representing 81%(1H FY2024:80%)of total gaming revenue for 1H FY2025.The increa

28、se in revenue generated from slot machines operation of approximately HK$2 million or 1%was mainly attributable to the increase in the number of slot machines to meet the demand for entertainment and social experiences,at peak times especially.The number of slot machines increased from 568 as at 30

29、September 2023 and 31 March 2024 to 630 as at 30 September 2024.While the gaming appetite and spending of patrons have shown a consistent upward trend,the instalment of the new machines occurred in the middle of the interim period.As a result,the full impact of the increase in slot machines on reven

30、ues from this operation was not fully reflected in 1H FY2025.While there were slight decreases in the average slot win per machine per day and average daily gross win per table in 1H FY2025 when compared to 1H FY2024,there were slight increases in the slot machine hold percentage and table hold perc

31、entage.The increase in the number of slot machines also contributed to a slight decrease in occupancy rates,particularly during peak times.The Groups strategy is to offer varied and attractive slot products in each casino,allowing players to select and vary their game choices rather than having to w

32、ait for available machines.To this end,the Group provides slot machines from multiple suppliers,offering a wide selection of games and jackpots,including both progressive and individual operation jackpots.The below table summaries the results of the Groups hotel operation:1H FY20251H FY2024%ChangeHK

33、$000HK$000 Hotel,catering and related service revenue from:hotel operations49,58948,3793%catering operations35,95535,6291%85,54484,008 7INTERIM REPORT 2024-25Management Discussion and Analysis1H FY20251H FY2024%Change Average Daily Room Rate(HK$)(Note 1)Hotel Columbus613664Hotel Auefeld765730Hotel K

34、ranichhhe714717Hotel Donauwelle814745Hotel Savannah658659Average of all hotels7317034%Average occupancy rate(%)(Note 2)Hotel Columbus4640Hotel Auefeld6061Hotel Kranichhhe5962Hotel Donauwelle6363Hotel Savannah6465Average of all hotels58580%Room Revenue(HK$000)(Note 3)Hotel Columbus6,0565,670Hotel Aue

35、feld7,8647,508Hotel Kranichhhe8,2208,651Hotel Donauwelle16,42815,141Hotel Savannah6,1166,199Average of all hotels8,9378,6344%RevPAR(HK$)(Note 4)Hotel Columbus283265Hotel Auefeld462441Hotel Kranichhhe420442Hotel Donauwelle510470Hotel Savannah423429Average of all hotels4204093%Notes:1.Average daily ro

36、om rate=room revenue/the number of rooms in use2.Average occupancy rate=(the number of rooms in use/the number of available rooms)x 100%3.Rate of hotel rooms paid by hotel guest4.RevPAR=room revenue/the number of rooms availableThere was an increase of approximately HK$1 million or 3%in revenue from

37、 hotel operations and an increase of approximately HK$0.3 million or 1%in revenue from catering operations.The increase in revenue from hotel operations was mainly due to the increase in average room rate from HK$703 in 1H FY2024 to HK$731 in 1H FY2025,representing a 4%increase.8PALASINO HOLDINGS LI

38、MITEDManagement Discussion and AnalysisOther incomeOther income primarily consisted of(i)interest income;and(ii)reversal of provision of real estate transfer tax on reorganisation.For 1H FY2025,other income amounted to approximately HK$7 million(1H FY2024:HK$3 million).The increase of approximately

39、HK$4 million from the last interim period was mainly attributable to(i)the increase in bank interest income from the proceeds from IPO and over-allotment received by the Company in March and April 2024,respectively;and(ii)reversal of provision of real estate transfer tax on reorganisation in the las

40、t financial year.Other gains and lossesOther losses of approximately HK$0.3 million for 1H FY2025(1H FY2024:gain of HK$8 million)primarily consisted of net foreign exchange loss.The Group recorded a net foreign exchange gain of approximately HK$8 million for 1H FY2024 whereas a net exchange loss of

41、approximately HK$0.4 million was recorded for 1H FY2025.The reason is that the majority of the revenue of the Group is denominated in EUR while costs are largely denominated in EUR and CZK.The net foreign exchange gain for 1H FY2024 was primarily driven by the appreciation of EUR against CZK.During

42、1H FY2025,the exchange rate between EUR and CZK remained relatively stable,recording only a marginal depreciation over the period.Operating expensesTotal operating expenses decreased by approximately HK$0.2 million or 0%from approximately HK$195 million for 1H FY2024 to approximately HK$195 million

43、for 1H FY2025.This was mainly attributable to the decrease in one-off listing expenses,which was offset by the increase in other operating expenses as detailed below.A breakdown of the operating expenses is set out below.1H FY20251H FY2024%ChangeHK$000HK$000 Employee benefits expenses95,17995,758-1%

44、Other operating expenses60,18146,72229%Inventories consumed13,07814,520-10%Depreciation and amortisation11,44711,810-3%Listing expenses1,94914,452-87%Rental expenses of slot machines11,2249,93413%Finance costs1,8731,974-5%Total operating expenses194,931195,1700%Employee benefit expenses decreased sl

45、ightly by approximately HK$1 million or 1%from approximately HK$96 million for 1H FY2024 to approximately HK$95 million for 1H FY2025.Other operating expenses increased by approximately HK$13 million or 29%from approximately HK$47 million for 1H FY2024 to approximately HK$60 million for 1H FY2025.Th

46、is was mainly attributable to the increase in(i)online gaming expenses of approximately HK$4 million;(ii)utilities expense of approximately HK$2 million,driven by higher energy unit price under the new contracts;and(iii)listing maintenance costs of approximately HK$3 million.Inventories consumed con

47、sisted primarily of the cost of food and beverage for the catering operations.For 1H FY2025,the cost of inventories consumed amounted to approximately HK$13 million,compared to approximately HK$15 million for 1H FY2024.This decrease of approximately HK$2 million,or 13%,is mainly attributable to the

48、implementation of effective cost control measures within the Groups food and beverage operations.This was achieved by optimizing the procurement strategy and streamlining the menu offerings of the Group.9INTERIM REPORT 2024-25Management Discussion and AnalysisDepreciation and amortisation primarily

49、consisted of(i)depreciation of property and equipment,(ii)depreciation of right-of-use assets;and(iii)amortisation of intangible assets.For 1H FY2025,depreciation and amortisation amounted to approximately HK$11 million(1H FY2024:HK$12 million).Rental expenses of slot machines were incurred as some

50、of the slot machines were leased.The increase of rental expenses of slot machines from approximately HK$10 million in 1H FY2024 to approximately HK$11 million in 1H FY2025 or approximately 10%was mainly attributable to the increase in the number of slot machines leased.For 1H FY2024,listing expenses

51、 of approximately HK$14 million were related to the professional fees and other costs in connection with the global offering.From cashflow perspective,Far East Consortium International Limited(“FEC”),a controlling shareholder of the Company,on a pro rata basis,shared 40%of the listing expenses in ac

52、cordance with their sale share percentage under the global offering.For 1H FY2025,the Group recorded listing expenses of approximately HK$2 million mainly relating to the ordinary shares issued under the exercise of the over-allotment option in April 2024.An amount of approximately HK$1 million has

53、been capitalised to the share premium account.Finance costs of approximately of HK$2 million primarily consisted of interests on bank loans and lease liabilities for 1H FY2025(1H FY2024:HK$2 million).Profit for the PeriodAs a result of the combined effect of the above factors,profit for the period d

54、ecreased slightly by approximately HK$1 million or 6%from approximately HK$17 million for 1H FY2024 to approximately HK$16 million for 1H FY2025.LIQUIDITY AND FINANCIAL RESOURCESThe equity attributable to owners of the Company as at 30 September 2024 increased to approximately HK$550 million,represe

55、nting an increase of 9%from approximately HK$503 million as at 31 March 2024,while the Groups total assets increased to approximately HK$763 million as at 30 September 2024 as compared to approximately HK$739 million as at 31 March 2024.The Companys total cash and bank balances including fixed depos

56、its were approximately HK$296 million as at 30 September 2024 compared to approximately HK$305 million as at 31 March 2024 while total borrowings were approximately HK$58 million as at 30 September 2024 as compared to approximately HK$62 million as at 31 March 2024.The Group had a net positive cash

57、position as at 30 September 2024 and 31 March 2024.10PALASINO HOLDINGS LIMITEDManagement Discussion and AnalysisThe following table sets out the Groups bank and cash balances and bank and other borrowings as at 30 September 2024.As at 30 September 2024As at 31 March 2024HK$000HK$000 Bank and other b

58、orrowings Due within 1 year 8,4078,862Due 1-2 years 8,4738,187Due 2-5 years 37,24037,164Due more than 5 years4,1127,323 Total bank loans and other borrowings58,23261,536 Bank and cash balances296,336305,122Liquidity position296,336305,122Net cash238,104243,586Bank and other borrowings denominated in

59、:As at 30 September 2024As at 31 March 2024 EUR99%99%CZK1%1%100%100%As at 30 September 2024,the Group had a total of approximately HK$58 million of bank and other borrowings,of which HK$57.9 million were denominated in EUR and HK$0.1 million were denominated in CZK,and 38%of the bank and other borro

60、wings were with floating rates while the remaining had fixed rates.On 15 April 2024,the Group placed a restricted bank deposit of approximately HK$18 million and pledged certain land and buildings with a bank as the security in order to instruct a bank to issue a guarantee of approximately HK$41 mil

61、lion as additional refundable gaming deposit in compliance with the requirement of New Czech Gambling Act.The restricted bank deposit is refundable upon the gaming licence being conclusively withdrawn or ceased and will not be realised within 12 months from the end of reporting period,therefore,the

62、amount is classified as non-current assets.The restricted bank deposit carried fixed interest rate of 0.75%per annum as at 30 September 2024.FOREIGN EXCHANGE MANAGEMENTThe majority of revenue is denominated in EUR while costs are largely denominated in EUR and CZK.A foreign exchange loss of approxim

63、ately HK$0.4 million was recorded for 1H FY2025.The value of the EUR against the CZK fluctuates depending to a large extent on domestic and international economic and political developments as well as supply and demand in the local market.It is difficult to predict how market forces or government po

64、licies may impact the exchange rate between the CZK and the EUR or other currencies in the future.Foreign currency payments are received from our customers during daily operations,and there are borrowing and loan balances in different currencies.The fluctuation in exchange rates may significantly re

65、duce revenue which is presented in HKD in the consolidated statements of profit or loss and other comprehensive income.As such,the results of operations are subject to fluctuations in currency exchange rates which may cause volatility and may make it difficult to compare the results of operations.11

66、INTERIM REPORT 2024-25Management Discussion and AnalysisThe Group does not currently maintain a foreign currency hedging policy to hedge against exposure to currency risk.However,management of the Group manages foreign currency risk by maximizing share of costs denominated in EUR,closely monitoring

67、the movement of foreign currency rates and will consider hedging significant foreign currency exposure should the need arise.CAPITAL EXPENDITUREThe Groups capital expenditure consisted of additions of property,equipment and intangible assets.During 1H FY2025,the Group incurred capital expenditure of

68、 approximately HK$16 million,including(i)the general renovation and maintenance of the hotels and casinos of approximately HK$4 million;and(ii)the upgrade and replacement of property and equipment of approximately HK$12 million.Such amounts of capital expenditure were funded by cash generated from o

69、perations and net proceeds from IPO as appropriate.CAPITAL COMMITMENTSAs at 30 September 2024,the Group had no capital commitments.As at 31 March 2024,the Group had capital commitments of approximately HK$6 million,which has been funded through cash and cash equivalents and the listing proceeds from

70、 the global offering during 1H FY2025.The capital commitments were mainly capital expenditure for the acquisition of property and equipment contracted for but not provided in the consolidated financial statements.The capital commitments as at 31 March 2024 represented the amounts which have been com

71、mitted to suppliers for the purchase of slot machines.CHARGES ON COMPANY ASSETSAs at 30 September 2024,the Group had approximately HK$22 million and approximately HK$209 million of bank deposits and property and equipment pledged as securities,respectively for bank loans entered into in Germany and

72、Austria and bank guarantee entered into in the Czech Republic.Apart from the above pledged assets,the Group also pledged the entire shareholding of Trans World Hotels Austria GmbH for bank borrowings as at 30 September 2024.GEARING RATIOAs at 30 September 2024,the Group had a gearing ratio of approx

73、imately 11%(as at 31 March 2024:approximately 12%).Gearing ratio is calculated based on the total bank and other borrowings divided by the total equity as at the end of each financial year/reporting period and multiplied by 100%.The decrease in the gearing ratio as at 30 September 2024 resulted prim

74、arily from the increase in total equity from approximately HK$503 million as at 31 March 2024 to approximately HK$550 million as at 30 September 2024,which was primarily attributable to the allotment and issuance of shares of the Company under the over-allotment option in the global offering in Apri

75、l 2024 and the total comprehensive income earned for 1H FY2025.SIGNIFICANT INVESTMENTS HELD,MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES,ASSOCIATES AND JOINT VENTURESSave as disclosed in this interim report,during the six months ended 30 September 2024,the Group did not have any significant i

76、nvestments,material acquisitions or disposals of subsidiaries,associates or joint ventures.CONTINGENT LIABILITIESAs at 30 September 2024,the Group did not have any contingent liabilities.12PALASINO HOLDINGS LIMITEDManagement Discussion and AnalysisEMPLOYEES AND REMUNERATION POLICIESAs at 30 Septembe

77、r 2024,the Group employed 672 employees(as at 31 March 2024:690)mainly in Czech Republic,Germany,Austria and Malta.Employee costs amounted to approximately HK$95 million for 1H FY2025(1H FY2024:HK$96 million).The Group provides its employees with comprehensive benefit packages and career development

78、 opportunities,including medical benefits,and both internal and external training appropriate for various levels of staff roles and functions.The Group has adopted a share option scheme on 4 March 2024 to provide incentive or reward to eligible participants for their contribution or potential contri

79、bution to the Group.No share option has been granted under the share option scheme as at the date of this interim report.FUTURE PLANS FOR MATERIAL INVESTMENTS AND CAPITAL ASSETSSave as disclosed in this interim report,during the six months ended 30 September 2024,the Group did not have any plans for

80、 material investments or capital assets which are legally binding.ENVIRONMENTAL,SOCIAL AND GOVERNANCEIn line with the Groups sustainability governance framework,the ESG committee,reporting directly to the Board,has continued to steer the Group towards well-defined strategic objectives.The Board has

81、proactively established key performance indicators and other relevant measurements used to evaluate and address the Groups ESG-related risks in accordance with the European Sustainability Reporting Standards.During 1H FY2025,the Group completed photovoltaic power plant projects and implemented other

82、 energy-saving projects;enhanced focus on Scope 3 emission,particularly through detailed analysis of other indirect greenhouse gas emissions,in particular a more detailed breakdown of external supply to better identify steps to reduce its carbon footprint.In addition,the Group continues to implement

83、 responsible gaming practices and adhere to regulatory requirements governing casino operations.PROSPECTS AND OUTLOOKThe Group expects the macro-economic environment for FY2025/2026 to remain challenging.However,there are positive trends in reducing inflation and interest rates.Geo-political tension

84、s,especially the continuation of the Ukraine-Russia war,are likely to impact the Groups development and financial results.Additionally,the increase in the gaming tax rate that took effect on 1 January 2024 will have full impact on the Groups profitability in the second half of FY2025.Following initi

85、al steps taken in terms of interim measures to increase gaming floor size and number of slot machines,to solidify its market position,the Group will continue preparations for asset rejuvenation.This includes the overhaul of the gaming area facilities,back-of-house areas,guest rooms and other hospita

86、lity offerings at Palasino Savannah Resort and Palasino Wullowitz.These efforts aim to maintain and further consolidate the Groups market presence in the gaming industry in the Czech Republic and Central Europe.The number of slot machines will also continue to grow to further enhance the Groups gami

87、ng revenue stream.The Group will continue with preparations for opening of its fourth casino in Mikulov,the Czech Republic in the first half of FY2026.The Group will seek new opportunities to further expand the Groups gaming business in the Czech Republic,Central Europe and other markets through acq

88、uisition of business or asset and/or by bidding for new gaming licence.13INTERIM REPORT 2024-25Management Discussion and AnalysisUSE OF LISTING PROCEEDSThe shares of the Company were listed on the Main Board of The Stock Exchange of Hong Kong Limited(the“Stock Exchange”)on 26 March 2024(the“Listing

89、Date”).Based on the offer price of HK$2.60 per offer share,the net proceeds from the global offering received by the Company,after deduction of the underwriting commission and other expenses payable by the Company in connection with the global offering,were approximately HK$194 million.On 19 April 2

90、024,the sole overall coordinator of the global offering(for itself and on behalf of the international underwriters)partially exercised the over-allotment option in respect of an aggregate of 10,990,000 shares,among which 6,594,000 shares were newly allotted and issued by the Company.The additional n

91、et proceeds of approximately HK$15 million were received by the Company from the allotment and issue of such 6,594,000 shares,after deducting the commissions and other offering expenses payable by the Company in relation to the exercise of the over-allotment option.As of 30 September 2024,the Compan

92、y had utilised approximately HK$12 million of the net proceeds in accordance with the intended use set out in the prospectus of the Company dated 18 March 2024(the“Prospectus”),and there are currently no concrete plans to utilise the net proceeds otherwise than as stated in the Prospectus.The follow

93、ing table sets out a breakdown of the use of proceeds:Planned allocation of net proceeds(HK$million)Actual usage during 1H FY2025(HK$million)Unutilised net proceeds as at30 September2024(HK$million)Expected timeline for utilization of the remaining proceeds(HK$million)From IPOFrom Over-allotment Opt

94、ion Total TotalTotalFor the year ending 31 MarchMajor Categories2025202620272028Total Maintain and further consolidate our market presence in the gaming industry in the Czech Republic through asset rejuvenation60.0%116.59.2125.75.8119.911.212.749.146.9119.9Continue to expand our gaming business in t

95、he Czech Republic,Central Europe or other markets through acquisition of business or asset and/or bidding for new gaming licence30.0%58.24.662.862.836.516.010.362.8Additional working capital and other general corporate purposes10.0%19.41.520.95.915.03.55.85.715.0 100.0%194.115.3209.411.7197.751.234.

96、565.146.9197.7 As stated in the Prospectus,to the extent that the listing proceeds are not immediately applied to the above purposes and to the extent permitted by applicable law and regulations,we shall hold such funds in short-term deposits with licenced banks and/or authorised financial instituti

97、ons as defined under the SFO or the applicable laws in the relevant jurisdiction for non-Hong Kong based deposits.However,given the current anticipated decline in interest rates,the returns on short term deposits may diminish in the future.To optimise investment returns for the Group,the unutilised

98、funds may be allocated towards other relatively low-risk investments.These could include structural deposits,such as dual currency investments,and fixed-income products.These strategies will enhance the investment flexibility,allowing the Group to adapt to the dynamic global economic landscape while

99、 increasing overall cash flow and investment returns.The Company will issue announcement in compliance with relevant Listing Rules requirements,as appropriate.SUBSEQUENT EVENTNo major subsequent event affecting the Group has occurred since the end of the reporting period(i.e.30 September 2024)and up

100、 to the date of this report.Non-HKFRS Financial Measures14PALASINO HOLDINGS LIMITEDTo supplement the consolidated financial statements,which are presented in accordance with HKFRS,adjusted earnings before interest income,finance costs,income tax and depreciation and amortisation(“Adjusted EBITDA”)an

101、d adjusted net profit are presented as additional financial measures,which are unaudited and not required by,or presented in accordance with HKFRS.These financial measures are presented because they are used by the management to evaluate the financial performance by eliminating the impact of items t

102、hat do not consider indicative of the business performance.It is also believed that these non-HKFRS measures provide additional information to investors in understanding and evaluating the consolidated results of operations in the same manner as they help the management compare financial results acr

103、oss accounting periods.Adjusted net profit(non-HKFRS measure)is calculated as net profit(HKFRS measure)after elimination of listing expenses and real estate transfer tax on reorganisation as non-recurring items.Adjusted EBITDA(non-HKFRS measure)is defined by the Company as profit/loss for the period

104、 without considering depreciation and amortisation,income tax,finance costs and interest income.The Group provides a reconciliation of Adjusted EBITDA(non-HKFRS measure)to adjusted net profit(non-HKFRS measure)and then to profit for the period,calculated and presented in accordance with HKFRS.The te

105、rms adjusted net profit and Adjusted EBITDA are not defined under HKFRS and should not be considered in isolation or construed as alternatives to loss/profit from operations or any other measure of performance or as an indicator of the operating performance or profitability of the Group.The adjusted

106、 net profit and Adjusted EBITDA(non-HKFRS measure)of the Group may not be comparable to similarly titled measures of another company because they do not have a standardised meaning and all companies may not calculate adjusted net profit and Adjusted EBITDA in the same manner.The following table pres

107、ents a reconciliation of Adjusted EBITDA(non-HKFRS measure)to adjusted net profit(non-HKFRS measure)and then to profit for each of the years indicated:1H FY20251H FY2024HK$000HK$000 Profit for the period15,69317,054Add:Listing expenses1,94914,452Less:Reversal of provision on the real estate transfer

108、 tax on reorganisation2,502 Adjusted net profit(non-HKFRS measure)15,14031,506 Add:Depreciation and amortisation11,44711,810Income tax6,1739,844Finance costs1,8731,974Less:Interest income from related parties2,919Bank interest income4,24612 Adjusted EBITDA(non-HKFRS measure)30,38752,203 15INTERIM RE

109、PORT 2024-25Non-HKFRS Financial MeasuresThe Group recorded Adjusted EBITDA(non-HKFRS measure)of approximately HK$52 million and approximately HK$30 million for 1H FY2024 and 1H FY2025,respectively.There was an increase of approximately HK$4 million in online gaming expenses from approximately HK$8 m

110、illion in 1H FY2024 to approximately HK$12 million in 1H FY2025,while no revenue was generated from online gaming business for both 1H FY2025 and 1H FY2024.In addition,the Group recorded a non-operating net foreign exchange gain of approximately HK$8 million for 1H FY2024 whereas a net exchange loss

111、 of approximately HK$0.4 million was recorded for 1H FY2025 as explained in the section headed“Management Discussion and Analysis”.To demonstrate the operating performance of the Groups land based casinos and hotels and for illustrative purpose only,by excluding the online gaming revenue and expense

112、s and foreign exchange gain or loss,the Adjusted EBITDA,a non-HKFRS measure,would amount to approximately HK$43 million in 1H FY2025 and approximately HK$52 million in 1H FY2024.The decrease of approximately HK$9 million was due to the increase in(i)gaming tax by approximately HK$4 million due to hi

113、gher applicable tax rates;and(ii)listing maintenance costs amounted to HK$3 million;and(iii)utilities expense of approximately HK$2 million,driven by higher energy unit price under the new contracts.Other Information16PALASINO HOLDINGS LIMITEDDIRECTORS AND CHIEF EXECUTIVES INTERESTS AND SHORT POSITI

114、ONS IN THE SHARES,UNDERLYING SHARES AND DEBENTURES OF THE COMPANY AND ITS ASSOCIATED CORPORATIONSAs at 30 September 2024,the interests and short positions of the Directors and chief executive of the Company in the shares,underlying shares or debentures of the Company and its associated corporations(

115、within the meaning of Part XV of Securities and Futures Ordinance(the“SFO”),which(a)were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO(including interests and short positions which they are taken or deemed to have under such provisi

116、ons of the SFO);or(b)were required,pursuant to Section 352 of the SFO,to be entered into the register referred to therein;or(c)were required,pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers(the“Model Code”)contained in Appendix C3 to the Rules Governing the Listi

117、ng of Securities on the Stock Exchange(the“Listing Rules”)to be notified to the Company and the Stock Exchange,were as follows:A.THE COMPANYA.1 Long position in the ordinary sharesName of DirectorCapacityNumber of ordinary shares interestedApproximate%of the Companys issued share capital(2)Tan Sri D

118、ato David CHIU(3)Interest of controlled corporations(1)582,462,66272.21%Mr.Cheong Thard HOONG(3)Beneficial owner5790.00%Notes:1.These Shares include 581,318,000 Shares directly held by Ample Bonus Limited(“Ample Bonus”)and 1,144,662 Shares held by Sumptuous Assets Limited.Ample Bonus is wholly-owned

119、 by Far East Consortium International Limited(“FEC”),of which Tan Sri Dato David CHIU is a controlling shareholder.Sumptuous Assets Limited is a direct wholly-owned subsidiary of Far East Organization(International)Limited,which in turn is directly wholly-owned by Tan Sri Dato David CHIU.2.The perce

120、ntage represents the number of ordinary shares interested divided by the Companys issued shares as at 30 September 2024.3.Tan Sri Dato David CHIU is a director of Ample Bonus and Sumptuous Assets Limited.Mr.Cheong Thard HOONG is a director of Ample Bonus.17INTERIM REPORT 2024-25Other InformationB.AS

121、SOCIATED CORPORATIONSB.1 Long position in the ordinary sharesName of DirectorName of associated corporationCapacityNumber of ordinary share(s)interestedApproximate%of the relevant issued share capital Tan Sri Dato David CHIUFECInterest of controlled corporations(1)1,492,216,93752.96%Beneficial owner

122、(1)27,563,4780.98%Interest of spouse(1)20,789,8950.74%Ample BonusInterest of controlled corporation(1)101100%Sumptuous Assets LimitedInterest of controlled corporation(1)1100%Far East Organization(International)LimitedBeneficial owner(1)1100%Mr.Cheong Thard HOONGFECBeneficial owner(2)13,283,6920.47%

123、Joint interest(2)8020.00%BC Investment Group Holdings Limited (“BC Invest”)(3)Beneficial owner792,3833.47%Dr.Ngai Wing LIUFECBeneficial owner1,7930.00%Notes:1.As at 30 September 2024,Tan Sri Dato David CHIU was interested in an aggregate of 1,540,570,310 ordinary shares(approximately 54.68%)of FEC,o

124、f which(i)27,563,478 ordinary shares(approximately 0.98%)were beneficially held by Tan Sri Dato David CHIU;(ii)20,789,895 ordinary shares(approximately 0.74%)were held by his spouse,Mrs.Nancy CHIU NG;(iii)1,492,198,213 ordinary shares(approximately 52.96%)were held by Sumptuous Assets Limited(a dire

125、ct wholly-owned subsidiary of Far East Organization(International)Limited,which in turn was directly wholly-owned by Tan Sri Dato David CHIU;and(iv)18,724 ordinary shares(approximately 0.001%)were held by Modest Secretarial Services Limited(which was directly wholly-owned by Tan Sri Dato David CHIU)

126、.2.As at 30 September 2024,Mr.Cheong Thard HOONG was interested in an aggregate of 13,284,494 ordinary shares(0.47%)of FEC of which(i)13,283,692 ordinary shares(0.47%)were beneficially held by Mr.Cheong Thard HOONG;and(ii)802 ordinary shares(0.00%)were jointly held with his spouse,Ms.Pei Chun TENG.3

127、.BC Invest is a company incorporated in the Cayman Islands with limited liability on 24 January 2019(which FEC indirectly holds over 50%interest).18PALASINO HOLDINGS LIMITEDOther InformationB.2 Long position in the underlying shares of BC Invest physically settled unlisted derivativesName of Directo

128、rCapacityNumber of underlying shares in respect of the purchase rights grantedApproximate%of BC Invests issued share capital Mr.Cheong Thard HOONGBeneficial owner457,5022.00%Note:Save as disclosed above,as at 30 September 2024,none of the Directors or chief executive of the Company had or is deemed

129、to have any interests and short positions in the shares,underlying shares or debentures of the Company or any of its associated corporations(within the meaning of Part XV of the SFO),which(a)were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV o

130、f the SFO(including interests and short positions which they are taken or deemed to have under such provisions of the SFO);or(b)were required,pursuant to Section 352 of the SFO,to be entered into the register referred to therein;or(c)were required,pursuant to the Model Code to be notified to the Com

131、pany and the Stock Exchange.B.3 Interest in debenturesName of DirectorName of associated corporationCapacityCurrency ofdebenture heldAmount of debenture heldAmount of debenture in same class in issueType of debenture Tan Sri Dato David CHIUFEC Finance LimitedInterest of spouse(1)USD4,000,000360,000,

132、000Freely transferable but not convertible into shares of the listed corporation and/or its associated corporationBeneficial ownerUSD5,000,000 Note:1.As at 30 September 2024,Tan Sri Dato David CHIU was deemed to have an interest in the initial 7.375%USD Senior Guaranteed Perpetual Capital Notes issu

133、ed by FEC Finance Limited,a wholly-owned subsidiary of FEC,in the principal amount of USD9,000,000 of which USD5,000,000 was held by Tan Sri Dato David CHIU and USD4,000,000 was held by his spouse,Mrs.Nancy CHIU NG.SHARE OPTION SCHEMEShare Option SchemeThe Company adopted a share option scheme(the“S

134、hare Option Scheme”)pursuant to a resolution passed by the Shareholders on 4 March 2024 for a period of 10 years commencing on the Listing Date.As at 30 September 2024,the remaining life of the Share Option Scheme is approximately 10 years and no options had been granted,agreed to be granted,exercis

135、ed,cancelled or lapsed pursuant to the Share Option Scheme.19INTERIM REPORT 2024-25Other InformationPurposeThe purpose of the Share Option Scheme is to incentivise and reward participants who have contributed or may contribute to the Group and to encourage participants to work towards enhancing the

136、value of the Company and its shares for the benefit of the Company and the Shareholders as a whole.Eligible participantsThose eligible to participate in the Share Option Scheme include:(i)any director or employee of any member of the Group(including persons who are granted options(s)under the Share

137、Option Scheme as an inducement to enter into employment contracts with any member of the Group)and,for the avoidance of doubt,excludes any former employee unless such person qualifies as a participant in some other capacity;and(ii)any director or employee of the holding companies,fellow subsidiaries

138、 or associated companies of the Company,who the Board considers,in its sole discretion,have contributed or will contribute to the Group.Maximum number of shares available for issueThe maximum number of shares which may be issued upon exercise of all options to be granted under the Share Option Schem

139、e and any options or awards granted under any other share schemes of the Company shall not,in the absence of Shareholders approval,in aggregate exceed 80,000,000 shares,being 10%in nominal amount of the aggregate of shares in issue on the Listing Date,and representing approximately 10%of the total n

140、umber of the issued share capital of the Company as at the date of this interim report.As of 1 April 2024 and 30 September 2024 respectively,80,000,000 options were available for grant under the Share Option Scheme.Maximum entitlement of each participantWhere any further grant of options to a partic

141、ipant would result in the shares issued and to be issued in respect of all options and awards granted to such person under the Share Option Scheme and any other share scheme of the Company(excluding any options and awards lapsed in accordance with the terms of the Scheme)in the 12-month period up to

142、 and including the date of such further grant representing in aggregate over 1%of the shares in issue,such further grant must be separately approved by Shareholders in general meeting with such participant and his close associates(or associates if the participant is a connected person)abstaining fro

143、m voting.Grant of option and option periodThe Board shall be entitled,on and subject to the terms of the Share Option Scheme and the Listing Rules,at any time within 10 years after the Listing Date to make an offer(subject to such conditions as the Board may think fit)to any participant as the Board

144、 may at its absolute discretion select to take up an option pursuant to which such participant may,during the option period(i.e.in respect of any option,the period(which shall not exceed 10 years from the date of grant)to be determined and notified by the Board to the grantee at the time of making a

145、n offer),subject to earlier termination in accordance with the provisions of the Share Option Scheme),subscribe for such number of shares as the Board may determine at the relevant subscription price.20PALASINO HOLDINGS LIMITEDOther InformationVesting periodSave for the circumstances prescribed in t

146、he paragraph below,every grantee must hold an option for at least 12 months before he can exercise such option.A grantee may be subject to a vesting period shorter than 12 months as deemed appropriate at the discretion of the Board or(where the grantee is our director or a member of our senior manag

147、ement)the remuneration committee of the Company in any of the following circumstances:(i)grants of“make-whole”options to new joiners to replace the share awards or options they forfeited when leaving the previous employer;(ii)grants to a participant whose employment is terminated due to death or dis

148、ability or occurrence of any out-of-control event;(iii)grants with performance-based vesting conditions in lieu of time-based vesting criteria.For example,this could be applicable where an employee or potential employee have exceptional skills or expertise and the performance target is to secure a s

149、pecific particularly high value project or customer for the Group in less than 12 months;(iv)grants with a mixed or accelerated vesting schedule such as where the options may vest evenly over a period of 12 or more months.This could be applicable where we have set quarterly or semi-annual performanc

150、e targets and the options would be vested in batches upon satisfaction of each of those targets in a way that the options would be vested evenly over a period of 12 or more months instead of all being vested in one-go upon the expiry of a certain period;and(v)grants with a total vesting and holding

151、period of more than 12 months(“holding period”refers to the period during which the grantee is restricted from disposing of shares that are issued upon the exercise of vested options).AcceptanceAn offer shall be made to a participant by letter in such form as the Board may from time to time determin

152、e requiring the participant to undertake to hold the option on the terms on which it is to be granted and to be bound by the provisions of the Share Option Scheme and shall remain open for acceptance by the participant concerned for a period of 5 business days from the date of grant provided that no

153、 such offer shall be open for acceptance after the expiry of the option period or after the Share Option Scheme has been terminated in accordance with the terms hereof or after the participant for whom the offer is made has ceased to be a participant.No offer shall be made to,nor shall any offer be

154、capable of acceptance by,any participant at a time when the participant would or might be prohibited from dealing in the shares by the Listing Rules or by any other applicable rules,regulations,or law.An offer is deemed to be accepted when we receive from the grantee the offer letter signed by the g

155、rantee specifying the number of shares in respect of which the offer is accepted and a remittance to the Company of HK$1.00 as consideration for the grant of option.To the extent that the offer is not accepted within 30 days from the date on which the letter containing the offer is delivered to that

156、 participant in the manner indicated in the paragraph above,it shall be deemed to have been irrevocably declined.21INTERIM REPORT 2024-25Other InformationSubscription priceThe subscription price shall be determined by the Board at its absolute discretion but in any event shall not be less than the h

157、igher of:(i)the closing price of the shares as stated in the daily quotations sheets issued by the Stock Exchange on the date of grant which must be a business day;(ii)the average closing price of the shares as stated in the daily quotations sheets issued by the Stock Exchange for the 5 business day

158、s immediately preceding the date of grant;and(iii)the nominal value of the shares on the date of grant.SUBSTANTIAL SHAREHOLDERS INTERESTS AND SHORT POSITIONS IN THE SHARES AND UNDERLYING SHARES OF THE COMPANYAs at 30 September 2024,so far as was known to the Directors and chief executive of the Comp

159、any,the interests or short positions of substantial shareholders and other persons in the shares and underlying shares of the Company as recorded in the register at the Company required to be kept under Section 336 of the SFO were as follows:Name of Substantial ShareholderCapacityNumber of ordinary

160、shares interestedApproximate percentage of the Company issued share capital(11)Ample BonusBeneficial owner(1)581,318,00072.07%FECInterest of controlled corporation(2)581,318,00072.07%Sumptuous Assets LimitedInterest of controlled corporation and beneficial owner(3)582,462,66272.21%Far East Organizat

161、ion(International)LimitedInterest of controlled corporation(4)582,462,66272.21%Tan Sri Dato David CHIUInterest of controlled corporations(5)582,462,66272.21%Mrs.Nancy CHIU NGInterest of spouse(5)582,462,66272.21%Dateplum Harvest Limited(“Dateplum”)Beneficial owner(6)71,429,0008.86%Blossom Industrial

162、 Investment LimitedInterest of controlled corporation(7)71,429,0008.86%Blossom Investment Consultant LimitedInterest of controlled corporation(8)71,429,0008.86%Blossom International Investment Holdings LimitedInterest of controlled corporation and beneficial owner(9)72,429,0008.98%Yang FangInterest

163、of controlled corporation(10)72,429,0008.98%22PALASINO HOLDINGS LIMITEDOther InformationNotes:1.Ample Bonus is a company incorporated in the British Virgin Islands(the“BVI”).2.Ample Bonus is wholly-owned by FEC.Under the SFO,FEC is deemed to be interested in the Shares held through Ample Bonus.3.Sum

164、ptuous Assets Limited is a company incorporated in the BVI.As at 30 September 2024,Sumptuous Assets Limited was interested in 52.96%of the total number of issued shares of FEC.Under the SFO,Sumptuous Assets Limited is deemed to be interested in the Shares in which FEC is interested.Sumptuous Assets

165、Limited is also the beneficial owner of 1,144,662 Shares.4.Sumptuous Assets Limited is wholly-owned by Far East Organization(International)Limited,which is a company incorporated in the BVI.Under the SFO,Far East Organization(International)Limited is deemed to be interested in the Shares in which Su

166、mptuous Assets Limited is interested.5.Far East Organization(International)Limited is wholly-owned by Tan Sri Dato David CHIU.Tan Sri Dato David CHIU is deemed to be interested in the Shares in which Far East Organization(International)Limited is interested.Mrs.Nancy CHIU NG is the spouse of Tan Sri

167、 Dato David CHIU.She is deemed to be interested in the Shares in which Tan Sri Dato David CHIU is interested.6.Dateplum is a company incorporated in the BVI.7.Dateplum is wholly-owned by Blossom Industrial Investment Limited,which is a company incorporated in the BVI.Under the SFO,Blossom Industrial

168、 Investment Limited is deemed to be interested in the Shares held through Dateplum.8.Blossom Industrial Investment Limited is wholly-owned by Blossom Investment Consultant Limited,which is a company incorporated in the BVI.Under the SFO,Blossom Investment Consultant Limited is deemed to be intereste

169、d in the Shares in which Blossom Industrial Investment Limited is interested.9.Blossom Investment Consultant Limited is wholly-owned by Blossom International Investment Holdings Limited,which is a company incorporated in the BVI.Under the SFO,Blossom International Investment Holdings Limited is deem

170、ed to be interested in the Shares in which Blossom Investment Consultant Limited is interested.Blossom International Investment Holdings Limited is also the beneficial owner of 1,000,000 Shares.10.Blossom International Investment Holdings Limited is wholly-owned by Yang Fang.Under the SFO,Yang Fang

171、is deemed to be interested in the Shares in which Blossom International Investment Holdings Limited is interested.11.The percentage represents the number of ordinary shares interested divided by the Companys issued shares as at 30 September 2024.Save as disclosed above,as at 30 September 2024,no oth

172、er persons were recorded in the register of the Company required to be kept under Section 336 of the SFO as having interests or short positions in the shares and underlying shares of the Company.COMPLIANCE WITH CORPORATE GOVERNANCE CODEThe Company recognises the importance of maintaining good corpor

173、ate governance practices.The Board sets policies and implements corporate governance practices appropriate to the conduct of the Groups business.The Company has adopted the principles and code provisions of the Corporate Governance Code as set out in Appendix C1 to the Listing Rules(the“Corporate Go

174、vernance Code”or the“CG Code”)as the basis of the Companys corporate governance practices.The Company has complied with the principles and the applicable code provisions as set out in Part 2 of the Corporate Governance Code during the six months ended 30 September 2024.The Company will continue to r

175、egularly review and monitor its corporate governance practices to ensure compliance with the Corporate Governance Code,and maintain a high standard of corporate governance practices.23INTERIM REPORT 2024-25Other InformationMODEL CODE FOR SECURITIES TRANSACTIONSThe Company has adopted the Model Code

176、as set out in Appendix C3 to the Listing Rules as its own code of conduct regarding Directors securities transactions.Specific enquiry has been made to all the Directors and all Directors have confirmed that they have complied with the Model Code during the six months ended 30 September 2024.The Com

177、pany has also adopted the written guidelines which is reproduced from Appendix C3 to the Listing Rules(the“Written Guidelines”)for securities transactions by employees who are likely to be in possession of inside information of the Company and/or its securities.No incident of non-compliance of the W

178、ritten Guidelines by the Groups employees has been noted by the Company.The Company has been notifying Directors and relevant employees,if any,of the prohibitions on dealings in the securities of the Company according to the Model Code,whenever black-out periods arise.In addition,the Company require

179、s Directors and relevant employees to copy their notifications of intended dealings to the Company Secretary as well as one designated Director for receiving such notifications.PURCHASE,SALE OR REDEMPTION OF LISTED SECURITIESNeither the Company nor any of its subsidiaries had purchased,sold or redee

180、med any listed securities of the Company(including sale of treasury shares,if any)during the six months ended 30 September 2024 and up to the date of this report.AUDIT COMMITTEEThe Audit Committee,comprising all of the Companys four independent non-executive directors,namely Dr.Ngai Wing LIU,Mr.Kam

181、Choi Rox LAM,Ms.Sin Kiu NG and Ms Jie JIAO,has reviewed the accounting principles,standards and practices adopted by the Company,and discussed matters relating to auditing,risk management and internal control and financial reporting,including the review of the unaudited consolidated interim results

182、of the Group for the six months ended 30 September 2024.DISCLOSURE OF CHANGES IN DIRECTORS INFORMATION PURSUANT TO RULE 13.51B(1)OF THE LISTING RULESSave as disclosed hereunder,there is no change in the information of the Directors required to be disclosed pursuant to Rule 13.51B(1)of the Listing Ru

183、les during the six months ended 30 September 2024 and up to the date of this interim report.The changes of Directors information are set out below:DirectorsChanges in Positions held with the CompanyMr.Mengbi LIAppointed as a non-executive Director with effect from 1 July 2024.Ms.Jie JIAOAppointed as

184、 an independent non-executive Director and a member of the Audit Committee with effect from 1 July 2024.By order of the Board ofPalasino Holdings LimitedKwok Tai LAWCompany SecretaryHong Kong,26 November 2024Report on Review of Condensed Consolidated Financial Statements 24PALASINO HOLDINGS LIMITEDT

185、o the Members of Palasino Holdings Limited(incorporated in Cayman Islands with limited liability)INTRODUCTIONWe have reviewed the condensed consolidated financial statements of Palasino Holdings Limited(the“Company”)and its subsidiaries(collectively referred to as the“Group”)set out on pages 25 to 4

186、8,which comprise the condensed consolidated statement of financial position as of 30 September 2024 and the related condensed consolidated statement of profit or loss and other comprehensive income,condensed consolidated statement of changes in equity and condensed consolidated statement of cash flo

187、ws for the six-month period then ended,and notes to the condensed consolidated financial statements.The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on interim financial information to be in compliance with the relevant prov

188、isions thereof and Hong Kong Accounting Standard 34“Interim Financial Reporting”(“HKAS 34”)issued by the Hong Kong Institute of Certified Public Accountants.The directors of the Company are responsible for the preparation and presentation of these condensed consolidated financial statements in accor

189、dance with HKAS 34.Our responsibility is to express a conclusion on these condensed consolidated financial statements based on our review,and to report our conclusion solely to you,as a body,in accordance with our agreed terms of engagement,and for no other purpose.We do not assume responsibility to

190、wards or accept liability to any other person for the contents of this report.SCOPE OF REVIEWWe conducted our review in accordance with Hong Kong Standard on Review Engagements 2410“Review of Interim Financial Information Performed by the Independent Auditor of the Entity”(“HKSRE 2410”)issued by the

191、 Hong Kong Institute of Certified Public Accountants.A review of these condensed consolidated financial statements consists of making inquiries,primarily of persons responsible for financial and accounting matters,and applying analytical and other review procedures.A review is substantially less in

192、scope than an audit conducted in accordance with Hong Kong Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.Accordingly,we do not express an audit opinion.CONCLUSIONBased on our re

193、view,nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared,in all material respects,in accordance with HKAS 34.Deloitte Touche TohmatsuCertified Public AccountantsHong Kong26 November 2024Condensed Consolidated Statement of

194、Profit or Loss and Other Comprehensive IncomeFor the six months ended 30 September 202425INTERIM REPORT 2024-25Six months ended 30 September20242023NOTESHK$000HK$000(Unaudited)(Audited)Gaming revenue196,118194,279Hotel,catering,leasing and related services revenue85,97584,008 Gaming,hotel,catering,l

195、easing and related services revenues4282,093278,287Gaming tax(71,727)(67,351)Other income5(a)6,7712,946Other gains and losses5(b)(340)8,186Inventories consumed(13,078)(14,520)Depreciation and amortisation(11,447)(11,810)Employee benefits expenses(95,179)(95,758)Other operating expenses(71,405)(56,65

196、6)Listing expenses(1,949)(14,452)Finance costs6(1,873)(1,974)Profit before taxation821,86626,898Income tax expense7(6,173)(9,844)Profit for the period15,69317,054 Other comprehensive income(expense)Item that will not be reclassified to profit or loss:Exchange difference arising from translation of f

197、unctional currency to presentation currency8,574(19,085)Item that may be reclassified subsequently to profit or loss:Exchange differences arising on translation of foreign operations510(331)Total comprehensive income(expense)for the period24,777(2,362)Profit for the period attributable to:Owners of

198、the Company15,69315,349Non-controlling interests1,705 15,69317,054 Total comprehensive income(expense)for the period attributable to:Owners of the Company24,777(2,126)Non-controlling interests(236)24,777(2,362)Earnings per share9Basic(HK cents)1.952.15Diluted(HK cents)1.95N/A Condensed Consolidated

199、Statement of Financial PositionAs at 30 September 202426PALASINO HOLDINGS LIMITEDAt30 September2024At31 March2024NOTESHK$000HK$000(Unaudited)(Audited)Non-current assetsInvestment properties1115,38414,597Property and equipment12359,910347,137Deposits for acquisition of equipment141,6992,965Deposits f

200、or gaming licence1410,2009,900Intangible assets2,3502,855Right-of-use assets1530,09029,619Pledged bank deposits164,3794,256Restricted bank deposit1717,911 441,923411,329 Current assetsInventories2,3492,052Trade receivables139,17310,188Other receivables,deposits and prepayments1413,40710,012Cash and

201、cash equivalents296,336305,122 321,265327,374 Current liabilitiesTrade payables188,0766,125Other payables1970,72988,734Income tax payable4,614Contract liabilities202,1532,159Lease liabilities1,6331,558Bank and other borrowings218,4078,862 90,998112,052 Net current assets230,267215,322 Total assets l

202、ess current liabilities672,190626,651 27INTERIM REPORT 2024-25Condensed Consolidated Statement of Financial PositionAs at 30 September 2024At30 September2024At31 March2024NOTESHK$000HK$000(Unaudited)(Audited)Non-current liabilitiesBank and other borrowings2149,82552,674Lease liabilities64,54963,353O

203、ther payables191,5001,843Deferred tax liabilities6,1075,927 121,981123,797 Net assets550,209502,854 Capital and reservesShare capital228,0668,000Reserves542,143494,854 Total Equity550,209502,854 Condensed Consolidated Statement of Changes in EquityFor the six months ended 30 September 202428PALASINO

204、 HOLDINGS LIMITEDAttributable to owners of the Company ForeignNon-ShareShareexchangeMergerCapitalOtherRetainedcontrollingcapitalpremiumreservereservereservereserveprofitsSubtotalinterestsTotalHK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000HK$000(note 1)At 1 April 2023(Audited)37,000(57,570)(3

205、8,776)(77,981)486,313348,98638,776387,762 Profit for the period15,34915,3491,70517,054Exchange difference arising from translation of functional currency to presentation currency(17,177)(17,177)(1,908)(19,085)Exchange differences arising from translation of foreign operations(298)(298)(33)(331)Total

206、 comprehensive(expense)income for the period(17,475)15,349(2,126)(236)(2,362)Dividends recognised as distribution(Note 10)(84,207)(84,207)(9,356)(93,563)Deemed contribution from shareholder(note 2)5,2035,2035785,781 At 30 September 2023(Audited)37,000(75,045)(38,776)5,203(77,981)417,455267,85629,762

207、297,618 At 1 April 2024(Audited)8,000205,756(79,181)(10,799)46,411(77,981)410,648502,854502,854 Profit for the period15,69315,69315,693Exchange difference arising from translation of functional currency to presentation currency8,5748,5748,574Exchange differences arising from translation of foreign o

208、perations510510510 Total comprehensive income for the period9,08415,69324,77724,777Issue of shares under the initial public offerings(the“IPO”)(Note 22(d)6617,07817,14417,144Transaction costs attributable to the IPO(671)(671)(671)Deemed contribution from shareholder(note 2)6,1056,1056,105 At 30 Sept

209、ember 2024 (Unaudited)8,066222,163(70,097)(10,799)52,516(77,981)426,341550,209550,209 Notes:1.The balance represents the deemed distribution for net liabilities assumed from the holding companies arising from the amalgamation of which the then holding companies of Palasino Group,a.s.(“Palasino Group

210、”),the wholly owned subsidiary merged with Palasino Group and they ceased to exist as separate entities on 1 April 2020.2.The amount represents(1)the portion of listing expenses and issue costs in excess of those relating to sales of shares by Far East Consortium International Limited(“FEC”),ultimat

211、e holding company of Palasino Holdings Limited(the“Company”)and(2)the settlement of real estate transfer tax on reorganisation paid by FEC(Note 23),which are treated as deemed contribution.Condensed Consolidated Statement of Cash FlowsFor the six months ended 30 September 202429INTERIM REPORT 2024-2

212、5Six months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)NET CASH FROM OPERATING ACTIVITIES3,16420,877 INVESTING ACTIVITIESInterest received from banks4,24612Interest received from related parties2,152Placement of deposits for acquisition of property and equipment(1,699)Purchase of prop

213、erty and equipment(12,997)(15,480)Purchase of intangible assets(266)Repayment from a fellow subsidiary12,911Proceed of disposals of property and equipment3,97117Net cash outflow on acquisition of subsidiaries(176)Advance to a fellow subsidiary(17,327)Purchase of financial assets at fair value throug

214、h profit or loss(18,843)Withdrawal of financial assets at fair value through profit or loss17,357Placement of restricted bank deposits(17,911)NET CASH USED IN INVESTING ACTIVITIES(24,390)(19,643)FINANCING ACTIVITIESDeemed contribution from shareholder680Proceeds from the IPO17,144Repayments of lease

215、 liabilities(780)(674)Repayments of bank and other borrowings(3,238)(3,754)Settlement of consideration payable(1,078)(959)Interest paid(1,873)(1,974)Share issue costs paid(671)(150)NET CASH FROM(USED IN)FINANCING ACTIVITIES10,184(7,511)NET DECREASE IN CASH AND CASH EQUIVALENTS(11,042)(6,277)CASH AND

216、 CASH EQUIVALENTS AT BEGINNING OF THE PERIOD305,12286,084EFFECT OF FOREIGN RATE CHANGES2,256(2,258)CASH AND CASH EQUIVALENTS AT END OF THE PERIOD296,33677,549 Notes to the Condensed Consolidated Financial Statements 30PALASINO HOLDINGS LIMITED1.BASIS OF PREPARATIONThe condensed consolidated financia

217、l statements have been prepared in accordance with Hong Kong Accounting Standard 34(“HKAS 34”)“Interim Financial Reporting”issued by the Hong Kong Institute of Certified Public Accountants(the“HKICPA”)as well as with the applicable disclosure requirements of the Rules Governing the Listing of Securi

218、ties on The Stock Exchange of Hong Kong Limited.2.PRINCIPAL ACCOUNTING POLICIESThe condensed consolidated financial statements have been prepared on the historical cost basis,except for certain properties,which are measured at fair values,as appropriate.Other than additional accounting policies resu

219、lting from application of amendments to Hong Kong Financial Reporting Standards(“HKFRSs”),the accounting policies and methods of computation used in the condensed consolidated financial statements for the six months ended 30 September 2024 are the same as those presented in the Groups annual financi

220、al statements for the year ended 31 March 2024.Application of amendments to HKFRSsIn the period,the Group has applied the following amendments to HKFRSs issued by the HKICPA,for the first time,which are mandatorily effective for the Groups annual period beginning on 1 April 2024 for the preparation

221、of the Groups condensed consolidated financial statements:Amendments to HKAS 16Lease Liability in a Sale and LeasebackAmendments to HKAS 1Classification of Liabilities as Current or Non-current and related amendments to Hong Kong Interpretation 5(2020)Amendments to HKAS 1Non-current Liabilities with

222、 CovenantsAmendments to HKAS 7 and HKFRS 7Supplier Finance ArrangementsThe application of the amendments to HKFRSs in the current interim period has had no material impact on the Groups financial positions and performance for the current and prior periods and/or on the disclosures set out in these c

223、ondensed consolidated financial statements.31INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 3.SEGMENT INFORMATIONThe Group is currently organised into two reportable segments gaming operations and hotel,catering and leasing operations.Principal activities of these two

224、 reportable segments are as follows:(i)Gaming operations operation of casinos(ii)Hotel,catering and leasing operations operation of hotel,catering and related servicesReportable segments are reported in a manner consistent with the internal reporting provided to the chief executive officer of the Co

225、mpany,being the chief operating decision maker(the“CODM”).CODM,who is responsible for allocating resources and assessing performance of the reportable segments,has been identified as the senior management that makes strategic decisions.The CODM regularly analyses gaming operations in terms of table

226、gaming operations and slot machine gaming operations for each casino,and the relevant revenues and operating results are reviewed as a whole for resources allocation and performance assessment.For hotel,catering and leasing operations,the CODM regularly reviews the performance on the basis of the in

227、dividual hotel.For segment reporting under HKFRS 8 Operating Segments,financial information of the Groups hotels with similar economic characteristics has been aggregated into a single reportable segment named“hotel,catering and leasing operations”.32PALASINO HOLDINGS LIMITED Notes to the Condensed

228、Consolidated Financial Statements3.SEGMENT INFORMATION(continued)Revenue and segment information about these businesses is presented below:(a)An analysis of the Groups revenue and results by reportable segments is as follows:Six months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)Segmen

229、t revenueGaming operations:recognised at a point in time196,118194,279Hotel,catering and leasing operations:Hotel operations:recognised over time49,58948,379Catering operations:recognised at a point in time35,95535,629Leasing operations:revenue from operating lease431 282,093278,287 Revenue from con

230、tracts with customers:recognised at a point in time232,073229,908recognised over time49,58948,379 281,662278,287Revenue from operating leases:lease payments431 282,093278,287 Segment resultsGaming operations36,40641,617Hotel,catering and leasing operations6,5955,847Unallocated corporate income6,3291

231、1,084Unallocated corporate expenses(27,464)(31,650)Profit before taxation21,86626,898 The accounting policies of the reportable segments are the same as the Groups accounting policies.Segment results represent the profit before taxation from each segment without allocation of certain finance costs,l

232、isting expenses,over-provision of real estate transfer tax on reorganisation,other expense and corporate income and expenses.This is the measure reported to the CODM for the purposes of resources allocation and performance assessment.33INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financ

233、ial Statements 3.SEGMENT INFORMATION(continued)(b)Geographical informationThe Groups operations are mainly in the Czech Republic,Germany and Austria.Information about the Groups revenue from external customers is presented based on the location of the operations.Information about the Groups non-curr

234、ent assets is presented based on geographical location of the assets.Six months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)Revenue from external customers:The Czech Republic219,861217,992Germany39,61938,758Austria22,61321,537 282,093278,287 (c)Information about major customersThere is

235、 no customer who contributes more than 10%of the total revenue of the Group during the six months ended 30 September 2024(six months ended 30 September 2023:no customer who contributes more than 10%).34PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements4.REVENUESix mon

236、ths ended 30 September20242023HK$000HK$000(Unaudited)(Audited)Gaming revenue from:slot machine operations157,974155,896 table gaming operations38,14438,383 196,118194,279 Hotel,catering,leasing and related service income from:hotel operations49,58948,379 catering operations35,95535,629 leasing opera

237、tions431 85,97584,008 282,093278,287 For hotel and catering transactions,the Group generally grants credit terms ranging from 30 to 60 days to its corporate customers from the date of invoices.Other than that,transactions with patrons and individual customers are settled by cash or credit cards thro

238、ugh payment gateways,which will generally settle the amounts with the Group within 2 days after the date of transactions.As at 30 September 2024,all outstanding sales contracts are expected to be fulfilled within 12 months after the end of the reporting period(30 September 2023:all outstanding sales

239、 contracts are expected to be fulfilled within 12 months after the end of the reporting period).As permitted under HKFRS 15,the transaction price allocated to these unsatisfied contract is not disclosed.35INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 5.OTHER INCOME/O

240、THER GAINS AND LOSSESSix months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)(a)Other incomeBank interest income4,24612Interest income from related parties2,919Government grants2315Reversal of the over-provision of on the real estate transfer tax on reorganisation2,502 6,7712,946 (b)Oth

241、er gains and lossesFair value change on financial assets at FVTPL17Foreign exchange(loss)gain,net(442)8,152Gain on disposal of property and equipment5517Impairment losses reversed under expected credit loss model,net47 (340)8,186 6.FINANCE COSTSSix months ended 30 September20242023HK$000HK$000(Unaud

242、ited)(Audited)Interest on lease liabilities695668Interest on bank and other borrowings1,1781,306 1,8731,974 36PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements7.INCOME TAX EXPENSESix months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)Current tax:The Cze

243、ch Republic Corporation Tax6,1719,261 Austria Corporation Tax28 6,1739,269 Deferred tax575 Income tax expense6,1739,844 The Group is not subject to any income tax in the Cayman Islands pursuant to the rules and regulations in the Jurisdiction.Withholding tax of 15%is imposed on dividends declared in

244、 respect of profits earned by the subsidiary incorporated in the Czech Republic.At 30 September 2024,the amount of distributable earnings for the Groups subsidiary incorporated in the Czech Republic in respect of which the Group has not provided for dividend withholding tax amounted to HK$524,232,00

245、0(31 March 2024:HK$517,622,000).No deferred tax liability has been recognised in respect of these amounts because the Group is in a position in control of the timing of the reversal of the temporary differences and it is probable that such differences will not reverse in the foreseeable future.Durin

246、g the six months ended 30 September 2024,the Czech Republic Corporation Tax is calculated at a rate of 21%(six months ended 30 September 2023:19%)on the estimated assessable profits.No provision(six months ended 30 September 2023:no provision)for Germany corporation tax for the six months ended 30 S

247、eptember 2024 as the Group either incurred tax loss or utilised tax loss for offsetting the income tax payable.No provision(six months ended 30 September 2023:no provision)for Austria Corporation Tax during the six months ended 30 September 2024 as the Group either incurred tax loss or utilised tax

248、loss for offsetting the income tax payable,however,there is a minimum Corporation Tax of EUR500 for a year(six months ended 30 September 2023:EUR500 for a year)during the six months ended 30 September 2024 for entities in a tax loss position.37INTERIM REPORT 2024-25Notes to the Condensed Consolidate

249、d Financial Statements 8.PROFIT BEFORE TAXATIONSix months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)Profit before taxation has been arrived at after charging:Amortisation of intangible assets5691,077Depreciation of property and equipment10,27310,247Depreciation of right-of-use assets

250、605486 9.EARNINGS PER SHAREThe calculation of the basic and diluted earnings per share from operations attributable to owners of the Company is based on the following data:Earnings:Six monthsended 30 September20242023HK$000HK$000(Unaudited)(Audited)Earnings for the purpose of basic and diluted earni

251、ngs per share being profit for the period attributable to owners of the Company15,69315,349 Number of shares:Six monthsended 30 September20242023000000(Unaudited)(Audited)Weighted average number of ordinary shares for the purpose of basic earning per share805,801714,286 Effect of dilutive potential

252、share over-allotment option of the global offering775N/A Weighted average number of ordinary shares for the purpose of dilutive earning per share806,576N/A 38PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements9.EARNINGS PER SHARE(continued)The weighted average number o

253、f ordinary shares for the purpose of basic earnings per share for the six months ended 30 September 2023 has been taken into account the share subdivision and share capitalisation as set out in Note 22.No diluted earnings per share for the six months ended 30 September 2023 was presented as there we

254、re no potential ordinary shares in issue.10.DIVIDENDSThe GroupSix months ended 30 September20242023HK$000HK$000(Unaudited)(Audited)Dividends for equity shareholders of Palasino Group recognised as distribution during the period93,563 As set out in Note 25,dividend payables of HK$79,529,000 was offse

255、t by the amount due from FEC Overseas Investment(UK)Limited(“FEC UK”),the former holding company of the Company and the fellow subsidiary of the Group,during the six months ended 30 September 2023.No dividends was declared or paid during the six months ended 30 September 2024.The rate of dividend an

256、d number of shares ranking for the above dividends distributed by Palasino Group are not presented as such information is not considered meaningful having regard to the purpose of these condensed consolidated financial statements.The CompanyNo dividend has been declared or paid by the Company since

257、its incorporation.39INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 11.INVESTMENT PROPERTIESHK$000 At 1 April 2023(Audited)Acquired on acquisition of a subsidiary14,597 At 31 March 2024(Audited)14,597Exchange adjustments787 At 30 September 2024(unaudited)15,384 The inv

258、estment properties represent the properties held by Retail Park Mikulov s.r.o.(“Mikulov”),which leases out various retail stores under operating leases with rentals payable monthly.The leases typically run for an initial period of 5 to 8 years.The Group is not exposed to foreign currency risk as a r

259、esult of the lease arrangements,as all leases are denominated in CZK which is the functional currency of Mikulov.The lease contracts do not contain residual value guarantee and/or lessees option to purchase the property at the end of lease term.In determining the fair value of the investment propert

260、ies,the Group engages a valuer to perform the valuation.The management of the Company works closely with the valuer to establish the appropriate valuation techniques and inputs to the model.The management of the Company report the findings of the valuation to the board of directors of the Company pe

261、riodically to explain the cause of fluctuations in the fair value of the investment properties.The valuation of the investment properties,which falls under level 3 of the fair value hierarchy,was arrived at by capitalisation of future rental which is estimated by reference to comparable rental as av

262、ailable in the relevant markets.In the valuation,the market rentals of all lettable units of the properties are made reference to the rentals achieved by the Group in the lettable units as well as those of similar properties in the neighbourhood.The capitalisation rate adopted is by reference to the

263、 yield rates observed by the valuer for similar properties in the locality and adjusted for the valuers knowledge of factors specific to the respective properties.The yearly comparable rental and capitalisation rate adopted in the valuation as at 30 September 2024 is CZK22,933 per square meter and 7

264、.75%(31 March 2024:CZK22,933 per square meter and 7.75%),respectively.The fair value measurement of Groups major investment properties and information about the fair value hierarchy at 30 September 2024 are as follows:The key inputs used in valuing the investment properties under the income capitali

265、sation approach were the capitalisation rates used and market rent.A slight increase in the capitalisation rate used or a slight decrease in market rent would result in a significant decrease in the fair value of the investment properties,and vice versa.In estimating the fair value of the properties

266、,the highest and best use of the properties is their current use.The fair value of certain investment properties has been adjusted to exclude prepaid or accrued operating lease income to avoid double counting.The fair value of the investment properties at 30 September 2024 has been arrived at on the

267、 basis of a valuation carried out by Grant Thornton Appraisal services a.s.,who is the qualified valuer registered based on the decision of the Minister of Justice of the Czech Republic.40PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements12.PROPERTY AND EQUIPMENTAt30

268、September2024At31 March2024HK$000HK$000(Unaudited)(Audited)At beginning of the period/year:Cost733,414764,577Accumulated depreciation(386,277)(399,077)Net carrying amount347,137365,500 At beginning of the period,net of accumulated depreciation347,137365,500Additions15,96224,864Disposals(3,916)Deprec

269、iation provided during the period/year(10,273)(21,600)Exchange adjustments11,000(21,627)At end of the period,net of accumulated depreciation359,910347,137 At end of the period/year:Cost771,616733,414Accumulated depreciation(411,706)(386,277)Net carrying amount359,910347,137 13.TRADE RECEIVABLESAt30

270、September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Trade receivables9,17910,241Less:allowance for credit losses(6)(53)9,17310,188 41INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 13.TRADE RECEIVABLES(continued)The entire trade receivables are arising from hote

271、l and catering operations.The Group generally grants credit terms ranging from 30 to 60 days to its corporate customers from the date of invoices.Transactions with individual customers are settled by cash or credit cards through payment gateways,which will generally settle the amounts with the Group

272、 within 2 days after the sales was made.An ageing analysis of the trade receivables,net of allowance for impairment losses,presented based on the invoice dates at the end of the reporting period is as follows:At30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Within 30 days8,6499,75231

273、days to 60 days26461Over 60 days260375 9,17310,188 14.OTHER RECEIVABLES,DEPOSITS AND PREPAYMENTS/DEFERRED ISSUE COSTS AND OTHER PREPAYMENTSAt30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Rental and utilities deposits1,7741,187Deposits for acquisition of equipment1,6992,965Deposits fo

274、r gaming licence(note)10,2009,900Government grants receivables8654Tax prepaid1,751288Other receivables,deposits and prepayments9,7968,483 Total25,30622,877 Presented as:Current13,40710,012Non-current11,89912,865 25,30622,877 Note:Deposits of CZK30,000,000(as at 31 March 2024:CZK30,000,000)(equivalen

275、ts to approximately HK$10,200,000(as at 31 March 2024:HK$9,900,000)as at 30 September 2024)have been placed on a special account of the Ministry of Finance of the Czech Republic as surety deposit for the casino operations.Such deposit is refundable upon the gaming licence is conclusively withdrawn o

276、r ceased and will not be realised within 12 months from the end of reporting period,therefore,the amount is classified as non-current assets.42PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements15.RIGHT-OF-USE ASSETSAt30 September2024At31 March2024HK$000HK$000(Unaudite

277、d)(Audited)Net carrying amount at beginning of the period/year29,61925,853Addition109Lease reassessment6,656Depreciation provided during the period/year(605)(1,175)Exchange adjustments1,076(1,824)Net carrying amount at end of the period/year30,09029,619 16.PLEDGED BANK DEPOSITSPledged bank deposits

278、carry fixed interest rate of 1%as at 30 September 2024(as at 31 March 2024:0.5%)and represent deposits pledged to banks to secure long-term bank borrowings granted to the Group,and are therefore classified as non-current assets.The pledged bank deposits will be released upon the settlement of releva

279、nt bank borrowings.17.RESTRICTED BANK DEPOSITOn 15 April 2024,the Group placed a restricted bank deposit of CZK52,680,000(equivalent to approximately HK$17,911,000)and pledged certain land and buildings with a bank as the security in order to instruct a bank to issue a guarantee of CZK120,000,000(eq

280、uivalent to approximately HK$40,800,000)as additional refundable gaming deposit in compliance with the requirement of New Czech Gambling Act.The restricted bank deposit is refundable upon the gaming licence is conclusively withdrawn or ceased and will not be realised within 12 months from the end of

281、 reporting period,therefore,the amount is classified as non-current assets.The restricted bank deposit is carry fixed interest rate of 0.75%per annum as at 30 September 2024.18.TRADE PAYABLESThe credit period granted by suppliers ranged from 0 to 90 days.The ageing analysis of the trade payables of

282、the Group presented based on the invoice dates.At the end of the reporting period is as follows:At30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Within 60 days6,8635,53561 to 90 days1,213590 8,0766,125 43INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 19

283、.OTHER PAYABLESAt30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Chips in circulation1,9521,545Other payables and accruals7,4345,271Listing expenses payable6,836Share issue costs payable2,788Refundable government subsidy3,7403,648Deferred income(note i)1,5511,527Other tax payables45,12

284、150,428Salaries payables10,98616,085Consideration payable(note ii)1,4452,449 72,22990,577Less:Non-current portion of consideration payable(354)Non-current portion of deferred income(1,500)(1,489)70,72988,734 Notes:(i)Trans World Hotels Austria GmbH,a wholly-owned subsidiary of the Group,was granted

285、by the Austria Government for subsiding the construction cost of hotel building at amount of EUR200,000(equivalent to approximately HK$1,800,000).The government grant will be amortised over the useful life of the hotel building.(ii)The balance represents the consideration payable arising from the ac

286、quisition of a hotel building in 2015,the amount is repayable on a monthly basis from year 2015 to 2025,interest bearing at 3%per annum and secured by the property held by the Group.20.CONTRACT LIABILITIESAt30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Advances received in relation t

287、o the service of hotel accommodation552462Customer loyalty programme1,6011,697 2,1532,159 For the contract liabilities as at 30 September 2024,approximate 88%(as at 31 March 2024:90%)of the balances will be recognised as revenue during the period ending 30 September 2025(as at 31 March 2024:during t

288、he year ending 31 March 2025).Advances received in relation to the service of hotel accommodationContract liabilities in relation to the service of hotel accommodation represent the advance payments received from the customers upon ordering and before provision of services,until the services are ren

289、dered and revenue are recognised.44PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements20.CONTRACT LIABILITIES(continued)Customer loyalty programmeThe Group offers customer loyalty programme in the Groups gaming operations.Basically,the customers can earn loyalty points

290、 from slot machine gaming and table gaming.The customers can use the loyalty points as cashable credit on any slot machine gaming and table gaming or use to purchase non-gaming products by utilising the loyalty points earned under the customer loyalty programme.All loyalty points can be accumulated

291、and will be expired in the following 6 months since the last gaming.The expiry date of the loyalty points will be automatically extended if there is a gaming betted by the customers during the 6-month period.Contract liabilities in relation to customer loyalty programme represent the aggregate amoun

292、t of the transaction price allocated to the performance obligations that are unsatisfied as of the end of the reporting period.The Group expects the transaction price allocated to the unsatisfied performance obligations will be recognised as revenue when the loyalty points are redeemed.21.BANK AND O

293、THER BORROWINGSAt30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Bank borrowings58,14061,251Other borrowings92285 58,23261,536 Analysed as:Secured58,14061,251Unsecured92285 58,23261,536 The carrying amount of the bank borrowings are repayable:Within one year8,3158,577 Within a period o

294、f more than one year,but not exceeding two years8,4738,187 Within a period of more than two years,but not more than five years37,24037,164 Within a period of more than five years4,1127,323 58,14061,251Amount due within one year shown under current liabilities based on scheduled repayment dates(8,315

295、)(8,577)Amount shown under non-current liabilities49,82552,674 The carrying amount of the other borrowings are repayable within one year92285 45INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 21.BANK AND OTHER BORROWINGS(continued)Interest rateAt30 September2024At31 Ma

296、rch2024HK$000HK$000(Unaudited)(Audited)Fixed rate36,27338,488Variable rate21,95923,048 58,23261,536 For the bank and other borrowings as at 30 September 2024,the bank borrowings amounting to HK$21,959,000(as at 31 March 2024:HK$23,048,000)are variable-rate borrowing which carrying interest at 3-mont

297、h EURIBOR+1.95%per annum.The remaining bank and other borrowings amounted to HK$36,273,000(as at 31 March 2024:HK$38,488,000)carry fixed interest rates ranging from 1.95%to 5.84%(as at 31 March 2024:1.95%to 3.7%).The ranges of effective interest rates(which are also equal to contracted interest rate

298、s)on the Groups borrowings are as follows:At30 September2024At31 March2024(Unaudited)(Audited)Effective interest rates:Bank borrowings1.95%to 5.84%1.95%to 5.84%Other borrowings3.7%3.7%All bank borrowings are denominated in EUR as at 30 September 2024(as at 31 March 2024:all bank borrowings are denom

299、inated in EUR).All other borrowings are denominated in CZK as at 30 September 2024(as at 31 March 2024:all other borrowings are denominated in CZK).46PALASINO HOLDINGS LIMITED Notes to the Condensed Consolidated Financial Statements22.SHARE CAPITALFor the purpose of presentation of the consolidated

300、statement of financial position,the balance of share capital as at 1 April represented the share capital of Palasino Group prior to the completion of the Reorganisation.For the purpose of presentation of the consolidated statement of financial position,the balance of share capital as at 31 March 202

301、4 and 30 September 2024 represented the share capital of the Company after the completion of the Reorganisation.Authorised:NotesNumber ofshares Nominalvalue ofordinaryshares HK$000 At 6 July 2023(date of incorporation)50,00050Addition(a)19,950,00019,950Share subdivision(a)1,980,000,000 At 31 March 2

302、024(Audited)and 30 September 2024(Unaudited)2,000,000,00020,000 Issued and fully paid:Issuance of ordinary shares on 6 July 2023(date of incorporation)1*Issuance of ordinary shares on 1 March 202499*Share subdivision(a)9,900*Share capitalisation(b)714,276,0007,143Issuance of ordinary shares on 26 Ma

303、rch 2024(c)85,714,000857 At 31 March 2024(Audited)800,000,0008,000Issuance of ordinary shares on 23 April 2024(d)6,594,00066 At 30 September 2024(Unaudited)806,594,0008,066 *The balances represent amount less than HK$1,000.Notes:(a)On 4 March 2024,an ordinary resolution was passed,pursuant to which,

304、(i)the authorised share capital of the Company increases from HK$50,000 divide into 50,000 shares to HK$20,000,000 into 20,000,000 shares and(ii)every issued and unissued ordinary share of HK$1 par value in the Company was subdivided into 100 ordinary shares of HK$0.01 par value each.(b)On 4 March 2

305、024,a written resolution was passed for the 714,276,000 shares to be issued upon capitalisation of the amount of HK$7,142,760 standing to the credit of the share premium account of the Company.(c)In connection with the Companys IPO,85,714,000 ordinary shares were issued at HK$2.6 per share for a tot

306、al cash consideration,before expenses,of approximately HK$222,856,000 on 26 March 2024.(d)In connection with the exercise of over-allotment option of the global offering,6,594,000 ordinary shares were issued at HK$2.6 per share for a total cash consideration,before expenses,of approximately HK$17,14

307、4,000 on 23 April 2024.47INTERIM REPORT 2024-25Notes to the Condensed Consolidated Financial Statements 23.RELATED PARTY DISCLOSURES(i)TransactionsThe Group had the following transactions with related parties during the period.Six monthsended 30 SeptemberName of related partiesNature of transactions

308、20242023HK$000HK$000(Unaudited)(Audited)BC Mortgage Service Asia Limited(“BC Mortgage”)Interest income2,033 Singford Holdings Limited(“Singford”)Interest income886 Annick Investment Limited(“Annick”)Lease payment120 BC Mortgage is a joint venture of FEC.Singford and Annick are fellow subsidiaries of

309、 the Group.During the six months ended 30 September 2023,Far East Consortium Limited paid expenses on behalf of the Group on an incidental basis and without charging handling fees.During the year ended 31 March 2024,FEC,Ample Bonus Limited(“Ample”),a company directly wholly-owned by FEC and the Comp

310、any signed a deed of indemnity,under which FEC and Ample indemnified real estate transfer tax of approximately EUR910,000(equivalent to approximately HK$7,927,000)(subject to the finalisation from German tax authorities)arising from the transfer of the entire equity interest of Trans World Hotels Ge

311、rmany GmbH from Palasino Group to the Company.Such amount has been recognised as expenses of the Group during the year ended 31 March 2024.During the six months ended 30 September 2024,the Group received the payment notice from German tax authorities under which the real estate transfer tax is appro

312、ximately EUR645,000(equivalent to approximately HK$5,425,000).Accordingly,the Group reversed the over-provision of approximately HK$2,502,000 as other income and the whole amount has been paid by FEC and recognised under capital reserve as at 30 September 2024.Saved as the above transactions,the Gro

313、up did not have any other related party transactions.(ii)Compensation of key management personnelThe remuneration of key management during the period was as follows:Six monthsended 30 September20242023HK$000HK$000(Unaudited)(Audited)Short-term benefits5,9004,817 48PALASINO HOLDINGS LIMITED Notes to

314、the Condensed Consolidated Financial Statements24.CAPITAL COMMITMENTSAt30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Capital expenditure in respect of the acquisition of property and equipment contracted for but not provided in the consolidated financial statements5,874 25.NON CASH T

315、RANSACTIONSOn 8 September 2023,a deed of assignment and novation has been signed among the Company,BC Mortgage and FECL,under which the Company has agreed to novate all of its rights and obligations of a loan due from BC Mortgage amounting to GBP4,000,000(equivalent to approximately HK$39,600,000)to

316、 FECL.On 8 September 2023,a deed of novation has been signed among the Company,FEC UK and FECL under which FECL has agreed to novate all the obligations and interest of a debt due to the Company amounting to GBP2,586,687(equivalent to approximately HK$26,254,000)to FEC UK.On 8 September 2023,2 deeds

317、 of novation have been signed among the Company,FEC UK and Singford,under which Singford has agreed to novate all the obligations and interest of 2 debts due to the Company amounting to USD4,591,070(equivalent to approximately HK$35,948,000)and EUR2,024,164(equivalent to approximately HK$17,327,000)

318、,respectively to FEC UK.On 8 September 2023,Palasino Group declared a dividend of CZK267,323,421(equivalent to approximately HK$93,563,000).The dividend payables was partially offset by the amount due from FEC UK amounting to approximately HK$79,529,000 and partially settled by withholding tax paid

319、on behalf of FEC UK amounting to approximately HK$14,034,000.26.PLEDGE OF ASSETSThe Groups bank borrowings,consideration payable and bank guarantee had been secured by the pledge of the Groups assets and the carrying amounts of the respective assets are as follows:At30 September2024At31 March2024HK$000HK$000(Unaudited)(Audited)Pledged bank deposits4,3794,256Property and equipment208,634115,874 213,013120,130 INTERIM REPORT 2024-25 中期報告Palasino Holdings Limited 百樂皇宮控股有限公司