Agtech Holdings LimitedHKEX: 8279

Interim report

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AGTech Holdings Limited

( @r1 ) (Incorporated in Bermuda with limited liability) Stock C4e: 8279

MPoy mCord @ mCoin @ mPoss Interim Report



Fortune • Happiness • Health • Luck • Responsibility

CHARACTERISTICS OF GEM GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board and no assurance is given that there will be a liquid market in the securities traded on GEM.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this report, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this report.

This report, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this report is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this report misleading.



FINANCIAL HIGHLIGHTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025
  • Revenue of the Group for the Six-Month Period amounted to approximately HK$369.4 million (Six months ended September 30, 2024: approximately HK$271.4 million), representing an increase of approximately 36.1% compared to the six months ended September 30, 2024. For the Six-Month Period, revenue contributions were mainly derived from the following businesses:

    1. Full-scale banking business

      There was an overall increase in revenue by approximately HK$83.3 million to approximately HK$90.1 million for the Six-Month Period, mainly due to the consolidation of financial statements of Ant Bank (Macao) into those of the Group for the full six months for the Six-Month Period, compared with only about one month for the six months ended September 30, 2024 following the completion of the Group's acquisition of a controlling stake in Ant Bank (Macao) on September 2, 2024 ("Post-acquisition"). It mainly included interest income derived from loans to individuals and corporate customers, placements with banks and monetary bills with AMCM of approximately HK$70.8 million (Six months ended September 30, 2024: approximately HK$5.4 million) and fee and commission income (mainly derived from securities investment services, account services and insurance agency services) of approximately HK$19.3 million (Six months ended September 30, 2024: approximately HK$0.5 million).

    2. Digital payment and related businesses (including local consumer services and payment-related hardware supply)

      There was an overall increase in revenue by approximately HK$10.1 million to approximately HK$148.3 million for the Six-Month Period, mainly due to the increase in inbound tourists in Macau, increase in local consumption through digital payment benefiting from the consumption promotion campaign such as the "Community Consumption Grand Prize 2025" and the growth in the Group's marketing technical services in Macau during the Six-Month Period.



    3. Lottery business

      There was an overall increase in revenue by approximately HK$4.6 million to approximately HK$131.0 million for the Six-Month Period, mainly due to the increase in revenue from the provision of lottery offline distribution and other integrated services by approximately HK$7.2 million as a result of the recovery in supply of instant scratch tickets by the lottery authorities in the PRC this year.

  • Operating loss for the Six-Month Period was approximately HK$41.0 million (for the six months ended September 30, 2024: approximately HK$28.9 million). The increase in operating loss by approximately HK$12.1 million was mainly due to a combination of factors: (i) the increase in total revenue of the Group as mentioned above (partially offset by the related costs and expenses); (ii) the increase in the Group's other operating expenses by approximately HK$48.0 million, primarily due to the consolidation of other operating expenses of Ant Bank (Macao) of about HK$42 million for the full six months for the Six-Month Period (while only about one month of such expenses were consolidated by the Group for the six months ended September 30, 2024); and (iii) the increase in the Group's employee benefits expenses by approximately HK$7.6 million, primarily due to the consolidation of such expenses of Ant Bank (Macao) of about HK$10.4 million for the full six months for the Six-Month Period (while only about one month of such expenses were consolidated by the Group for the six months ended September 30, 2024).

  • The loss for the Six-Month Period was approximately HK$25.6 million (for the six months ended September 30, 2024: approximately HK$1.6 million). The overall increase by approximately HK$24.0 million is primarily due to the Group's full-scale banking business, which recorded a loss of approximately HK$24.4 million for the full six months for the Six-Month Period, compared with approximately HK$7.1 million for the six months ended September 30, 2024 (accounting for only about one month of results for the six months ended September 30, 2024 Post-acquisition). Therefore, it is reasonable to expect a greater impact on the Group's overall results for the Six-Month Period.

  • The Board does not recommend the payment of an interim dividend for the Six-Month Period.

INTERIM RESULTS

The Board announces the unaudited consolidated interim results of the Group for the six months ended September 30, 2025 (the "Six-Month Period"), together with the unaudited comparative figures for the corresponding periods in the preceding financial year as follows:



CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (UNAUDITED)

For the six months ended September 30, 2025

Six months ended September 30, 2025 2024

Revenue

2

369,425

271,394

- Revenue from digital payment

and related business, full-scale

banking business (other than

interest income derived from

full-scale banking business) and

lottery business

298,627

265,989

- Interest income derived from

Notes HK$'000 HK$'000

full-scale banking business

70,798

5,405

Other income

2,730

3,084

Net other losses

(7,403)

(813)

Employee benefits expenses Purchases of and changes in

inventories

(105,050)

(38,664)

(97,444)

(43,501)

Interest expense incurred from

full-scale banking services

(50,807)

(3,273)

Depreciation and amortization

expenses

(31,926)

(27,059)

Other operating expenses

3

(179,343)

(131,294)

Operating loss

(Loss)/gain on fair value changes of financial assets at fair value through profit or loss

(41,038)

(561)

(28,906)

3,089

Finance income

15,295

24,945

Finance costs

(1,337)

(1,373)

Loss before income tax

(27,641)

(2,245)

Income tax credit

4

2,048

624

Loss for the period

5

(25,593)

(1,621)



Six months ended September 30, 2025 2024

Notes HK$'000 HK$'000

Other comprehensive income, net of income tax

Items that may be reclassified

subsequently to profit or loss:

Currency translation differences

14,290

16,790

Other comprehensive income for the period, net of tax

14,290

16,790

Total comprehensive (loss)/income

for the period

(11,303)

15,169

(Loss)/profit attributable to:

Owners of the company

(14,177)

1,972

Non-controlling interests

(11,416)

(3,593)

(25,593)

(1,621)

Total comprehensive (loss)/income attributable to:

Owners of the company

58

18,697

Non-controlling interests

(11,361)

(3,528)

(11,303)

15,169

(Loss)/earning per share

Basic

6

(HK0.123 cent)

HK0.017 cent

Diluted

6

(HK0.123 cent)

HK0.017 cent



CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at September 30, 2025

Unaudited

Audited

As at

As at

September 30,

March 31,

2025

2025

Notes

HK$'000

HK$'000

Non-current assets

Property, plant and equipment

37,001

39,319

Right-of-use assets

61,501

68,956

Investment property

29,156

28,622

Goodwill

1,558,245

1,545,713

Other intangible assets

290,537

304,702

Deferred income tax assets

8,133

7,638

Investments accounted for using

equity method

-

-

Financial assets at fair value through

profit or loss

10

10,425

10,986

Other receivables, deposits and

prepayments

23,279

20,272

Loans and advances to customers

19,052

33,501

2,037,329

2,059,709

Current assets

Inventories

25,598

21,619

Trade receivables

7

28,214

21,008

Other receivables, deposits and

prepayments

230,593

260,701

Cash and bank balances

8

5,164,736

2,539,104

Monetary bills with AMCM

1,329,913

996,280

Deposits with AMCM

146,263

71,882

Loans and advances to customers

377,966

274,302

7,303,283

4,184,896

Total assets

9,340,612

6,244,605

Unaudited

Audited

As at

As at

September 30,

March 31,

2025

2025

Notes

HK$'000

HK$'000

Current liabilities

Trade payables

9

22,418

22,643

Accruals and other payables Floats balance due to card or

account holders

441,396

552,349

370,605

520,212

Deposits from customers

5,385,285

2,398,526

Contract liabilities

21,960

5,086

Card deposits due to cardholders

13,560

13,723

Current income tax liabilities

2

410

Lease liabilities

15,563

15,693

6,452,533

3,346,898

Non-current liabilities

Deferred income tax liabilities

38,761

40,373

Provision for warranties

38,155

34,517

Lease liabilities

52,279

58,891

Accruals and other payables

3,712

3,331

132,907

137,112

Total liabilities

6,585,440

3,484,010

Net assets

2,755,172

2,760,595

Equity

Share capital

23,344

23,344

Reserves attributable to owners of the Company

2,536,207

2,530,269

2,559,551

2,553,613

Non-controlling interests

195,621

206,982

Total equity

2,755,172

2,760,595





CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

Attributable to

owners of

the Company

Shares held

Attributable

Share

Share

for share award

Share awards

Statutory

Exchange

Contributed

Property revaluation

Other

Accumulated

to non-

capital

premium

scheme

reserve

reserve

reserve

surplus

reserve

reserve

losses

Subtotal

interests

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

Balance at April 1, 2025

23,344

3,399,019

(107,427)

9,715

28,888

36,767

47,191

14,402

45,224

(943,510)

2,553,613

206,982

2,760,595

Loss for the period

Other comprehensive income/(loss) for the period

-

-

-

-

-

-

-

-

-

-

-

14,235

-

-

-

-

-

-

(14,177)

-

(14,177)

14,235

(11,416)

55

(25,593)

14,290

Total comprehensive income/(loss) for the period

-

-

-

-

-

14,235

-

-

-

(14,177)

58

(11,361)

(11,303)

Recognition of equity settled share-based payments

Transfer of shares upon vesting of share awards under share award scheme

-

-

-

-

-19,221

6,362

(8,332)

-

-

-

-

-

-

-

-

-

-

-(10,889)

6,362 -

-

-

6,362 -

Transfer from accumulated losses Value of employee services provided

in relation to share-based compensation with ultimate holding company

-

-

-

-

-

-

-

-

739

-

-

-

-

-

-

-

-

116

(739)

-

-

116

-

-

-

116

Settlement of share-based compensation costs with ultimate holding company

-

-

-

-

-

-

-

-

(598)

-

(598)

-

(598)

Balance at September 30, 2025

23,344

3,399,019

(88,206)

7,745

29,627

51,002

47,191

14,402

44,742

(969,315)

2,559,551

195,621

2,755,172

Balance at April 1, 2024

23,344

3,399,019

(126,102)

13,593

22,382

46,877

47,191

14,402

45,404

(838,526)

2,647,584

5,230

2,652,814

Loss for the period

Other comprehensive income/(loss) for the period

-

-

-

-

-

-

-

-

-

-

-

16,725

-

-

-

-

-

-

1,972

-

1,972

16,725

(3,593)

65

(1,621)

16,790

Total comprehensive income/(loss) for the period

-

-

-

-

-

16,725

-

-

-

1,972

18,697

(3,528)

15,169

Recognition of equity settled share-based payments

Transfer of shares upon vesting of share awards under share award scheme

-

-

-

-

-10,212

(1,596)

(6,777)

-

-

-

-

-

-

-

-

-

-

-(3,435)

(1,596) -

-

-

(1,596) -

Recognition of non-controlling interests from acquisition

-

-

-

-

-

-

-

-

-

-

-

164,866

164,866

Value of employee services provided in relation to share-based

compensation with ultimate holding company

-

-

-

-

-

-

-

-

(457)

-

(457)

-

(457)

Balance at September 30, 2024

23,344

3,399,019

(115,890)

5,220

22,382

63,602

47,191

14,402

44,947

(839,989)

2,664,228

166,568

2,830,796

For the Six-Month Period

controlling



CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

For the Six-Month Period

Six months ended September 30,

Note

2025

(unaudited)

HK$'000

2024

(unaudited)

HK$'000

Net cash generated from operating activities

2,904,801

186,443

Net cash used in investing activities

(1,880,069)

(87,916)

Net cash used in financing activities

(10,558)

(7,504)

Net increase in cash and cash equivalents

1,014,174

91,023

Cash and cash equivalents at the

beginning of the period 1,888,418 1,165,914 Effect of foreign exchange rate

changes 2,084 4,591

Cash and cash equivalents at the end

of the period 8 2,904,676 1,261,528



Notes:

  1. BASIS OF PREPARATION

    The unaudited condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34, "Interim Financial Reporting" issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and disclosure requirements of GEM Listing Rules.

    The consolidated financial statements have not been audited by the Company's auditors, but have been reviewed and commented on by the Company's audit committee. The accounting policies applied and significant judgements made by management in applying the Group's accounting policies are consistent with those of the Group's annual financial statements for the year ended March 31, 2025, except for the adoption of new or revised standards, amendments and interpretations which are relevant to the operations of the Group and mandatory for annual periods beginning April 1, 2025.

    HKICPA has issued a number of new and revised Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards and Interpretations (the "new and revised HKFRS"). The adoption of new and revised HKFRS that are first effective for the current accounting period does not have a material impact on the Group's results of operations or financial position. The Group has not early adopted the new and revised HKFRS that have been issued but are not yet effective, as the Group is in the process of assessing the impact of these new and revised HKFRS on the financial performance and financial position of the Group.

  2. REVENUE AND SEGMENT INFORMATION

    Revenue represents the amounts received and receivable from digital payment business in Macau (including provision of payment card services and ancillary services, e-wallet services, acquiring services for merchants and payment-related hardware supply), full-scale banking business in Macau (including provision of digital banking services for individuals and SMEs, internet securities investment services, account services and insurance agency services), lottery business in the Chinese Mainland (including lottery hardware sales and related after-sales services, and offline distribution and other integrated services), local consumer services business in Macau and the Chinese Mainland (including lifestyle, culture and entertainment, marketing technical services and e-commerce) and lease income of payment terminals and equipment in the Chinese Mainland and Macau and is analysed as follows:



    Six months ended September 30, 2025 2024

    (unaudited)

    HK$'000

    (unaudited)

    HK$'000

    Digital payment services:

    (a) payment card services and ancillary services

    26,945

    27,801

    (b) e-wallet services

    49,232

    49,427

    (c) acquiring services for merchants

    55,493

    52,305

    (d) payment-related hardware sales

    2,225

    1,204

    133,895

    130,737

    Full-scale banking services:

    (a) digital banking services for individuals and

    SMEs (including deposits, loans, transfers and

    cross-border remittances, cross-border e-commerce/

    supply chain financing, wealth management, etc.)

    72,619*

    5,479

    (b) internet securities investment services

    9,147

    230

    (c) account services and insurance agency services

    8,335

    1,104

    90,101

    6,813

    88,347

    37,994

85,748

45,224

Lottery services:

    1. lottery hardware sales

    2. lottery offline distribution and other integrated services

      130,972 126,341

      Local consumer services:

      Lifestyle, culture and entertainment, marketing

      technical services and e-commerce

      12,461

      5,320

      Subtotal

      367,429

      269,211

      Lease income of payment terminals and equipment

      1,996

      2,183

      Total

      369,425

      271,394

      Note*: For the Six-Month Period, digital banking business for individuals and SMEs included interest income derived from full-scale banking business of approximately HK$70,798,000 (for the six months ended September 30, 2024: approximately HK$5,405,000).



      Segment information

      The executive Directors have been identified as the chief operating decision maker ("CODM"). The CODM reviews the Group's internal reporting in order to assess performance and allocate resources.

      The segment information reported externally is analyzed on the basis of the composition of its reporting segments by line of business, namely: (i) Digital payment and related businesses; (ii) Full-scale banking business; and (iii) Lottery business. The CODM is of the view that the revised presentation of the operating segment information better reflects the Group's operations and this is consistent with the internal information regularly reviewed by the CODM for the purposes of resources allocation and assessment of performance.

      Principal activities of the Group's reportable segments are as follows:

      Digital payment and related businesses - provision of payment card services and ancillary services; provision of e-wallet services; provision of acquiring services for merchants; local consumer services; sale and leasing of payment terminals and equipment primarily in Macau; and other related services.

      Full-scale banking business - provision of digital banking services for individuals and SMEs (including deposits, loans, transfers and cross-border remittances, cross-border e-commerce/ supply chain financing, wealth management, etc.); internet securities investment services; account services and insurance agency services in Macau; and other related services.

      Lottery business - sales and leasing of lottery hardware (including provision of related after-sale services), provision of lottery offline distribution and other integrated services in the Chinese Mainland; and other related services.

      Segment results represent the profit earned or loss incurred by each segment without allocation of results attributable to finance income, finance cost, income tax, depreciation and amortization expenses, net other gains/losses, gain or loss on fair value changes of financial assets at fair value through profit or loss, unallocated other income and unallocated expenses (the "Segment Results"). Unallocated expenses mainly includes corporate and head office expenses. This is the measure reported to the CODM for the purpose of resource allocation and performance assessment.



      Information regarding the above reportable segments is reported as below:

      1. Segment revenue and results Digital payment and related businesses Full-scale banking business* Lottery business Total Six months ended September 30, Six months ended September 30, Six months ended September 30, Six months ended September 30, 2025 2024 2025 2024 2025 2024 2025 2024 (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

        HK$'000

        HK$'000

        HK$'000

        HK$'000

        HK$'000

        HK$'000

        HK$'000

        HK$'000

        Segment revenue

        Recognized at a point in

        time

        140,958

        131,786

        19,303

        1,408

        85,748

        88,347

        246,009

        221,541

        Recognized over time

        5,390

        4,257

        -

        -

        45,232

        38,008

        50,622

        42,265

        Interest income derived

        from full-scale banking

        business

        -

        -

        70,798

        5,405

        -

        -

        70,798

        5,405

        Lease income of payment

        terminals and equipment

        1,996

        2,183

        -

        -

        -

        -

        1,996

        2,183

        Total revenue

        148,344

        138,226

        90,101

        6,813

        130,980

        126,355

        369,425

        271,394

        Segment Results

        (5,061)

        (15,027)

        (15,448)

        (5,410)

        39,565

        31,575

        19,056

        11,138

        Finance income 15,295 24,945

        Finance cost (1,337) (1,373)

        Depreciation and

        amortization expenses

        (31,926)

        (27,059)

        Net other losses

        (7,403)

        (813)

        (Loss)/gain on fair value

        changes of financial

        assets at fair value

        through profit or loss

        (561)

        3,089

        Unallocated other income

        1,747

        1,694

        Unallocated expenses

        (22,512)

        (13,866)

        Loss before income tax

        (27,641)

        (2,245)

        Note*: For the Six-Month Period, segment results included net interest income for full-scale banking business of approximately HK$19,991,000 calculated as interest income derived from full-scale banking business of approximately HK$70,798,000 less interest expense incurred from full-scale banking business of approximately HK$50,807,000.



      2. Segment assets and liabilities

        As at September 30, 2025, separate assets and segment liabilities information for full-scale banking business are provided to the CODM. Apart from this, there was no separate segment assets and segment liabilities information provided to the CODM, as CODM does not use this information to allocate resources to or evaluate the performance of those non-full-scale banking operating segments.

        For the Six-Month Period

        Non-

        Full-

        full-

        scale

        scale

        banking

        banking

        business

        HK$'000

        business

        HK$'000

        Total

        HK$'000

        Investment in associate and joint ventures accounted for by the equity method

        -

        -

        -

        Additions to non-current assets*

        2,592

        8,449

        11,041

        Total assets

        5,965,962

        3,374,650

        9,340,612

        Total liabilities

        5,477,392

        1,108,048

        6,585,440



      3. Geographical information

      The Group's operations are mainly located in the Chinese Mainland and Macau.

      The Group's revenue from external customers by location of operations and information about its non-current assets* by location of assets are detailed below:

      Revenue from external customers Non-current assets* Six months ended September 30, As at September 30,

      As at March 31,

      2025

      (unaudited)

      HK$'000

      2024

      (unaudited)

      HK$'000

      2025

      (unaudited)

      HK$'000

      2025

      (audited)

      HK$'000

      Chinese Mainland

      131,666

      126,332

      1,106,293

      1,095,060

      Macau

      237,759

      145,039

      909,278

      942,374

      Hong Kong

      -

      -

      3,200

      3,651

      Others

      -

      23

      -

      -

      369,425

      271,394

      2,018,771

      2,041,085

      * Non-current assets represent non-current assets other than financial assets at fair value through profit or loss and deferred income tax assets.



  1. OTHER OPERATING EXPENSES Six months ended September 30, 2025 2024

    (unaudited)

    HK$'000

    (unaudited)

    HK$'000

    Transaction service fees

    45,029

    38,950

    Handling fees (for stored value payment card

    top-up services)

    15,631

    14,847

    Distribution expenses

    33,867

    28,833

    Marketing expenses

    4,301

    4,246

    Customer loyalty programme related expenses

    1,474

    2,110

    Technology service fees

    12,400

    6,515

    Provision for warranties

    6,512

    6,991

    Fee and commission expense for full-scale

    banking services

    7,197

    506

    Legal and professional fees

    4,433

    4,321

    Outsource expense

    23,805

    1,494

    Management and administrative service fees to

    fellow subsidiaries

    1,364

    1,465

    Information service fee

    703

    703

    Rent, rates & property management fees

    2,503

    2,109

    Telecommunication and postage

    1,991

    1,889

    Repair and maintenance

    505

    1,056

    Office expenses

    3,448

    2,544

    Travel and transportation expenses

    2,806

    2,948

    Auditor's remuneration

    1,453

    1,050

    Others

    9,921

    8,717

    179,343

    131,294

  2. INCOME TAX CREDIT

    Income tax credit for the Six-Month Period represents PRC Enterprise Income Tax, Macau complementary tax and deferred income tax.



  3. LOSS FOR THE PERIOD

    Loss for the period has been arrived at after charging/(crediting):

    Six months ended September 30, 2025 2024 (unaudited) (unaudited)

    HK$'000 HK$'000

    Share-based payments/(reversal of share-based

    payments) 6,478 (1,295)

    Finance income

    - Interest income on bank deposits 15,295 24,945

  4. (LOSS)/EARNING PER SHARE
    1. Basic

      Basic earning or loss per Share is calculated by dividing the unaudited loss attributable to owners of the Company for the Six-Month Period of approximately HK$14,177,000 (for the six months ended September 30, 2024: profit of approximately HK$1,972,000) by the weighted average number of ordinary Shares outstanding during the Six-Month Period of approximately 11,672,342,000 Shares (for the six months ended September 30, 2024: approximately 11,672,342,000 Shares) and excluding the weighted average number of Shares held for the Share Award Scheme of approximately 182,521,000 Shares (for the six months ended September 30, 2024: approximately 234,105,000 Shares).

    2. Diluted

Diluted earning or loss per Share is calculated by adjusting the weighted average number of ordinary Shares outstanding to assume conversion of all dilutive potential ordinary Shares. The Company has one category of dilutive potential ordinary Shares: Share awards. For the Share awards, a calculation is done to determine the number of Shares that could have been acquired at fair value (determined as the average market share price of the Shares) based on the monetary value of the subscription rights attached to the outstanding Share awards.

For the Six-Month Period, the computation of the diluted loss per Share does not assume the vesting of the outstanding Share awards, as they would decrease the diluted loss per Share.

For the six months ended September 30, 2024, diluted earning per Share is calculated by dividing the unaudited profit attributable to owners of the Company of approximately HK$1,972,000 by the adjusted weighted average number of ordinary Shares of approximately 11,497,608,000 Shares.

7. TRADE RECEIVABLES

As at September 30,

2025

(unaudited)

HK$'000

As at March 31,

2025

(audited)

HK$'000

Trade receivables

28,240

21,033

Loss allowance

(26)

(25)

28,214

21,008



Ageing analysis of trade receivables based on the date of the relevant invoice or demand note before loss allowance was as follows:

As at

September 30,

2025

(unaudited)

HK$'000

As at

March 31,

2025

(audited)

HK$'000

0 to 30 days

25,693

19,021

31 to 60 days

559

417

61 to 90 days

116

363

91 to 120 days

350

538

121 to 365 days

1,491

694

Over 365 days

31

-

28,240

21,033

8. CASH AND BANK BALANCES

As at

As at

September 30,

March 31,

2025

(unaudited)

HK$'000

2025

(audited)

HK$'000

Cash and balances with banks (Note)

1,181,050

1,055,891

Placements with banks

- with original maturity of three months or less

1,190,231

577,877

- with original maturity over three months

2,493,715

673,571

Fixed deposits held at bank with original

maturity over three months

292,533

224,529

Pledged bank deposits

2,146

2,175

Restricted cash

5,061

5,061

5,164,736

2,539,104



Note: Cash and balances with banks comprised cash in hand, deposits held at call with bank, other short-term liquid investments with original maturities of three months or less.

As at

September 30,

2025

(unaudited)

HK$'000

As at

March 31,

2025

(audited)

HK$'000

Cash and cash equivalents comprise: - Cash and balances with banks

1,181,050

1,055,891

- Placements with banks with original maturity

of three months or less

1,190,231

577,877

- Monetary bills with AMCM with original

maturity of three months or less

467,117

219,240

- Deposits with AMCM

146,263

71,882

- Less: minimum deposit balance with AMCM*

(79,985)

(36,472)

2,904,676

1,888,418

* According to the statutory requirement in Macau, Ant Bank (Macao) is required to maintain minimum balance in its current accounts in MOP with AMCM in compliance with liquidity rules.



  1. TRADE PAYABLES

    Ageing analysis of the trade payables based on invoice date was as follows:

    As at

    September 30,

    2025

    (unaudited)

    HK$'000

    As at

    March 31,

    2025

    (audited)

    HK$'000

    0 to 30 days

    21,347

    21,310

    31 to 60 days

    -

    180

    61 to 90 days

    1

    -

    91 to 120 days

    102

    111

    121 to 365 days

    -

    86

    Over 365 days

    968

    956

    22,418

    22,643

  2. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS As at September 30, 2025

    As at March 31,

    2025

    (unaudited) (audited)

    HK$'000 HK$'000

    Convertible term loans 10,425 10,986

    As at September 30, 2025, financial assets at fair value through profit or loss in the sum of approximately HK$10.4 million represents the convertible term loan facilities in the maximum amount of INR1,319.4 million (or approximately HK$137.3 million) which had been provided by the Group to, and fully utilized by, its joint venture company in India, First Games Technology Private Limited (the "JV"). A fair value loss of such financial assets of approximately HK$0.6 million was recognized for the Six-Month Period (for the six months ended September 30, 2024: fair value gain of approximately HK$3.1 million).

    The convertible term loans are unsecured and are repayable on the dates falling after 60 months from the respective dates of their utilization (the "Final Repayment Dates") or can be converted into fully paid up shares of the JV either at the option of the Group (upon the occurrence of an event of default by the JV under the facility) or otherwise by mutual agreement among the JV, One97 Communications Limited ("One97") and the Group. The conversion price per share of the JV shall be equal to or higher than the fair market value per share of the JV subject to applicable law and to be determined by a qualified merchant banker, chartered accountant or practicing cost accountant mutually appointed by the JV and the Group in accordance with internationally acceptable pricing methodology for valuation on arm's length basis.



    Valuation technique

    The convertible term loans are treated as financial assets at fair value through profit or loss of the Group and are subject to fair value measurement (determined by recovery method to estimate the fair value) at discount rates with reference to the government bond benchmark yield curve as at the valuation date.

    Information about fair value measurement using significant unobservable inputs (level 3) - convertible term loans

    As at September 30, 2025

    Description Fair value

    Valuation technique

    Unobservable Inputs

    Rate

    Relationship of unobservable inputs to fair value

    (HK$'000)

    Convertible term loans 10,425 (as at March 31, 2025: 10,986)

    Recovery method

    Discount rate

    5.86% (as at March 31, 2025: 6.44%)

    The higher the discount rate, the lower the fair value

    As the convertible term loans are accounted for as financial assets at fair value through profit or loss of the Group and are subject to fair value measurement by way of the valuation technique mentioned above, no interests on the convertible term loans will be accrued or recognized by the Group during their tenure. However, in the event that the Group does not elect to exercise its right to convert all or any part of the convertible term loans into shares of the JV on or before the Final Repayment Dates, the JV shall repay the unpaid interests (calculated at the rate of 8% per annum) and the outstanding principal amounts of the convertible term loans on the respective Final Repayment Dates.

  3. RELATED PARTY TRANSACTIONS
    1. Sales of goods and services Six months ended September 30, 2025 2024 (unaudited) (unaudited)

      HK$'000 HK$'000

      Revenue of digital payment business from

      related parties 5,253 2,814 Revenue of digital payment business from

      fellow subsidiaries 113 -

      Revenue of lifestyle, culture and entertainment and e-commerce business

      from fellow subsidiaries 199 82



    2. Purchases of goods and services Six months ended September 30, 2025 2024 (unaudited) (unaudited)

      HK$'000 HK$'000

      Recharge of service fees for digital payment

      business from related parties 20,378 17,013 Recharge for operation of lottery

      distribution from fellow subsidiaries 51 36

      Purchase of technology services (including outsourced resources) from fellow

      subsidiaries 9,642 3,485

      Purchase of technology services (including outsourced resources) from related

      parties 18,099 3,837

      Recharge for rental services from fellow

      subsidiaries 290 277

      Recharge for rental services from related

      parties 144 -

      Recharge for management and administrative services from fellow

      subsidiaries 1,361 1,465

      Recharge of resources sharing services from

      related parties 5,351 -

    3. Key management compensation

      The remuneration of the Directors (who are the key management personnel of the Group) during the period was as follows:

      Six months ended

      September 30,

      2025

      2024

      (unaudited)

      HK$'000

      (unaudited)

      HK$'000

      Short-term employee benefits

      3,778

      3,986

      Share-based payments

      564

      732

      Post-employment benefits

      203

      207

      4,545

      4,925

      (d) Loan to related parties

      As at

      As at

      September 30,

      March 31,

      2025

      (unaudited)

      HK$'000

      2025

      (audited)

      HK$'000

      Convertible term loans to a joint venture

      (Note 10)

      10,425

      10,986

      (e) Amounts due from/(to) related parties

      As at

      As at

      September 30,

      March 31,

      2025

      (unaudited)

      HK$'000

      2025

      (audited)

      HK$'000

      Amounts due from fellow subsidiaries

      1,717

      1,697

      Amounts due from related parties

      16,896

      66,563

      Amounts due to fellow subsidiaries

      (45,276)

      (47,594)

      Amounts due to related parties

      (50,649)

      (56,353)



  4. DIVIDEND

The Board does not recommend the payment of an interim dividend for the Six-Month Period (for the six months ended September 30, 2024: Nil).



DISCUSSION AND ANALYSIS OF THE GROUP'S RESULTS AND BUSINESS ABOUT THE GROUP

AGTech was incorporated in Bermuda and its Shares are listed on GEM (Stock Code: 8279). The Company is included as a constituent stock in the MSCI World Micro Cap Index. As a comprehensive financial technology group dedicated to providing full-scale banking services, digital payment, and other related services to a wide range of users, AGTech's core businesses are broadly divided into four principal categories:

  1. Full-Scale Banking Services:

    1. digital banking services for individuals and SMEs (including deposits, loans, transfers and cross-border remittances, cross-border e-commerce/supply chain financing, wealth management, etc.);

    2. internet securities investment services;

    3. account services and insurance agency services;

    4. customer self-service banking outlet

  2. Digital Payment Services:

    1. payment card services and ancillary services;

    2. e-wallet services;

    3. acquiring services for merchants;

    4. payment-related hardware supply (including sales and leasing)

  3. Local Consumer Services: lifestyle, culture and entertainment, marketing technical services for merchants and e-commerce platform; and

  4. Lottery Services:

    1. lottery hardware sales;

    2. lottery offline distribution, and other integrated services.



As a member of the Alibaba Group, the Group is the exclusive lottery platform of Alibaba Group and Ant Group. AGTech is an associate member of the World Lottery Association (WLA) and the Asia Pacific Lottery Association (APLA).

The Group's businesses in Macau have gradually evolved into a digital ecosystem (as outlined in the diagram below) that integrates full-scale banking services, digital payment services, and local consumer services.

Digital banking services for individuals and SMEs

Online securities investment

Account services and

Payment card & ancillary services



Data Analytics Extensive Merchant Network

E-wallet services

Service Digitalization with Fintech Vast Customer Base

Acquiring services for merchants

Payment-related hardware supply

Marketing technical

insurance

agency

Customer Loyalty Scheme

services

for merchants

Customer self-service banking outlet





Full-scale Banking Services

Culture & entertainment

Digital Payment Services

Lifestyle



E-commerce platform

Local Consumer Services

Featuring our own brands:

Ant Bank (Macao), Alipay (Macao)

Collaborating partners: HSBC Life,

Macau Branch, Longbridge Securities, YF Life

Featuring our own brands:

mCard, MPay, Macau Pass

Collaborating partners: Alipay+, Simple Pay

Featuring our own brands:

MPay, mCoin, mPass, Macau Pass

Collaborating partners: Alipay, Alipay+, Fliggy,

China Performing Arts Agency, China Arts and

Entertainment Group Ltd., Galaxy Entertainment, Damai Entertainment, Amap, Alibaba's "88VIP"

membership club, Sands China, etc.



CORPORATE STRATEGY AND OBJECTIVES

AGTech is committed to becoming a leading global comprehensive financial technology group, providing customers with diversified services including full-scale banking services, digital payment services, digital local consumer services and lottery services to cater for the needs of different markets.

Leveraging its experience with online and mobile shopping and payment platforms, the Group aims to integrate its core strengths into digital payment and digital consumer services across Macau and beyond. By broadening its reach into complementary sectors (including banking, e-commerce, lifestyle, entertainment, advertising and marketing technical services), the Group seeks to promote mobile payments, support smart city development, and advance financial digitization. Its expansion into banking services aims to create synergies with existing businesses by connecting ecosystem resources from Alibaba Group and Ant Group to meet the consumption and financing needs of residents and SMEs.

Looking ahead, AGTech will continue to expand its business footprint and deepen its scenario-based service capabilities. With the rapid advancement of fintech in the Web 3.0 era, the Group will leverage Macau's unique advantages as a free port with an independent monetary system and an open environment for financial innovation. By harnessing innovative technologies such as the integrated digital lifestyle and financial platform, cross-border fintech, and blockchain, AGTech will collaborate with ecosystem partners to drive breakthrough developments in blockchain-based finance in the Guangdong-Hong Kong-Macao Greater Bay Area. Together, we aim to pioneer a new chapter in innovative financial services powered by cutting-edge technology.



INDUSTRY OVERVIEW

Macau's Banking Industry

According to the Macau Government's 2025 Fiscal Year Policy Address, the Macau government has prioritized the development of appropriate economic diversification as its primary mission, explicitly stating the necessity to accelerate the development of a modern financial industry. The core objectives include promoting the development of bond markets, cross-border finance, wealth management, and other financial sectors; improving and optimizing the financial legal system and infrastructure; attracting and bringing in various types of financial institutions and funds; strengthening the cultivation and admission of financial talent; creating a better financial environment for the development of the real economy; and serving the development needs of industries in Macao.

Despite the prevailing challenging external environment, Macau's financial system remains stable. According to data from the AMCM, as of the end of September 2025, the total assets of Macau's banking industry has slightly increased to MOP2,550.1 billion, while operating results significantly grew year-on-year to MOP7.366 billion. The consolidated capital adequacy ratio of Macau's banking industry continues to remain at a healthy level, with overall performance remaining stable.

Macau's Digital Payment Market

In recent years, Macau's digital payment market has continued to grow. According to statistics from the AMCM, in the first three quarters of 2025, the number of mobile payment transactions increased by 11.9% year-on-year to 290 million, while the total transaction value rose by 10.7% year-on-year to MOP24.5 billion. As of the end of September 2025, the number of local mobile payment terminals and QR code signs reached 110,821, representing an increase of 4.8% year-on-year.

The growth of Macau's mobile payment market can be attributed to multiple factors. First, it is driven by policy initiatives. The Macau government successively launched multiple rounds of electronic consumption benefit plans during the COVID-19 pandemic to vigorously stimulate the local economy. A large-scale consumption promotion campaign, the "Community Consumption Grand Prize 2025" (二○二五年社區消費大獎賞), was launched in late April 2025 and lasted for ten weeks, attracting approximately 20,000 merchants and issuing a cumulative amount of MOP290 million in electronic vouchers, with a total redeemed amount of approximately MOP250 million, generating consumption



of approximately MOP1.04 billion. The "National Games Boost · Community Consumption Grand Prize" (全運聚力·社區消費大獎賞) campaign commenced from September of the same year saw a redeemed amount of MOP110 million in the first three weeks, while generating consumption four times that amount. Furthermore, a new round of the Community Consumption Grand Prize also commenced on September 1, with an expected total issuance of nearly MOP500 million in consumption benefits. These activities, while stimulating consumption, have also further popularized digital payments and related online marketing campaigns.

Second, cross-border payments have become more convenient. The AMCM has actively asked local financial institutions to introduce more overseas payment tools. Currently, most merchants in Macau can accept e-wallets from the Chinese Mainland, Hong Kong, South Korea, Singapore, Thailand, Malaysia, as well as payment services from international card organizations. At the end of July 2025, a unified QR code gateway for cross-border payments was launched for trial operation, supporting domestic and foreign institutions in conducting cross-border QR code payments and cooperations through a "single-point connection". Several institutions, including the Group's MPay e-wallet, have engaged in this cooperation, which will further improve the efficiency of cross-border payment. Furthermore, Macau is actively promoting cross-border payment with the Chinese Mainland. Third, the integration of consumption scenarios was promoted through a diverse variety of thematic activities. The government collaborates with civil society organizations to organize various thematic events that attract participation and consumption from tourists, such as the "Central and Southern District Consumption Carnival" (中南區消費嘉年華), "Concert + Community Consumption Benefits" (演唱會+社區消費優惠) activities, "ZAPE Taste Jam" (尋味新口岸市集), "Temple Tracking Cultural & Creative Market" (廟巷尋蹤文創市集), "MakMak & AmazeStar Coastal Immersive Puppet Theatre for Families" (『麥麥&阿美星』濱海沉浸式親子遊樂布偶劇場), "Play Fun North District - Iao Hon" (北區玩樂賞悠遊--佑漢篇), "2025 QiXi Festival Summer Experience in San Kio" (2025新橋七夕仲夏旅遊體驗), "Pop Mart Macao Citywalk" (與Pop Mart漫遊澳門), "Flora Fête in Zona Norte" (北區「夢幻花園」), "Macau Wine & Dine Festival" (澳門美酒佳餚巡禮), among others. These initiatives combine cultural tourism experiences with digital consumption effectively, thereby expanding the application of payment scenarios.


While digital payments are rapidly developing, Macau's mobile payment market has exhibited a diversified competitive landscape. Currently, residents can freely choose from QR code payment tools offered by 8 local "Simple Pay" financial institutions for their consumption and payment needs; merchants can freely choose from payment collection services provided by 5 financial institutions to receive payments from "Simple Pay" as well as various domestic and international payment tools. On one hand, this offers users and merchants with abundant of choices; on the other hand, it necessitates payment institutions to continuously optimize customer experience, fee levels, and cooperation models to enhance market competitiveness.

Macau's Local Consumption Market

In the first three quarters of 2025, Macau's economy continued to recover amid fluctuations. The gross domestic product (GDP) in the first three quarters of the year was MOP301.33 billion, representing an increase of 4.2% year-on-year in real terms, with the overall economic output recovering to 88.4% of the level in the same period of 2019.

(i) Domestic demand remained stable

In the first three quarters of 2025, Macau's domestic demand market remained generally stable. Government consumption expenditure continued to grow, with year-on-year increases of 1.1%, 1.0%, and 2.7% recorded in the first three quarters respectively; private consumption expenditure remained steady, with year-on-year increases of 0.3%, 0.3%, and 0.8% in the first three quarters respectively, indicating that the fundamentals remained solid for the local consumer market.

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