Ams Public Transport Holdings LimitedHKEX: 77

AMSPT - 2025/26 Interim Report

· Issued by Ams Public Transport Holdings Limited
AMS PUBLIC TRANSPORT HOLDINGS LIMITED 進智公共交通控股有限公司

Incorporated in the Cayman Islands with limited liability於開曼群島註冊成立之有限公 司

( Stock Code 股份代號 : 77 )

2025/26

INTERIM REPORT 中期報告書





Independent auditor's report on review of condensed consolidated interim financial information To the Board of Directors of

AMS Public Transport Holdings Limited

(incorporated in the Cayman Islands with limited liability)

INTRODUCTION

We have reviewed the condensed consolidated interim financial information of AMS Public Transport Holdings Limited (the "Company") and its subsidiaries (together, the "Group") set out on pages 2 to 20, which comprises the condensed consolidated statement of financial position as at 30 September 2025, and the related condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the six-month period then ended, and note to the interim financial information including material accounting policy information. The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited require the preparation of a report on the interim financial information to be in compliance with the relevant provisions thereof and Hong Kong Accounting Standard 34 "Interim Financial Reporting" ("HKAS 34") as issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA"). The directors of the Company are responsible for the preparation and presentation of these condensed consolidated interim financial information in accordance with HKAS 34.

Our responsibility is to express a conclusion on these condensed consolidated interim financial information 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 towards or accept liability to any other person for the contents of this report.

SCOPE OF REVIEW

We 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" as issued by the HKICPA. A review of these condensed consolidated interim financial information 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 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.

CONCLUSION

Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial information is not prepared, in all material respects, in accordance with HKAS 34.

Grant Thornton Hong Kong Limited

Certified Public Accountants

11th Floor

Lee Garden Two 28 Yun Ping Road Causeway Bay Hong Kong SAR

25 November 2025

Wun Ho Chun

Practising Certificate No.: P08307

The board of directors (the "Board") of AMS Public Transport Holdings Limited (the "Company") hereby announce the unaudited condensed consolidated interim results of the Company and its subsidiaries (collectively referred to as the "Group") for the six months ended 30 September 2025, together with the unaudited comparative figures for the corresponding period in 2024. The unaudited condensed consolidated interim financial information has been reviewed by the auditors and the audit committee of the Company (the "Audit Committee").

CONDENSED CONSOLIDATED INCOME STATEMENT

214,142

(177,804)

201,360

(166,461)

36,338

34,899

4,117

4,635

22

(449)

(20,627)

(20,389)

(616)

(599)

19,234

18,097

(14,355)

(3,960)

(3,274)

(5,407)

1,605

8,730

(2,425)

(1,821)

(820)

6,909

(0.30)

2.54

(0.30)

2.54

For the six months ended 30 September 2025

For the six months ended 30 September

2025 2024

Notes

Unaudited HK$'000

Unaudited HK$'000

Revenue 4

Direct costs

Gross profit

Other revenue 5

Other net income/(expenses) 5

Administrative expenses Other operating expenses

Operating profit

Deficit on revaluation of public light bus ("PLB") licences 12

Finance costs 7

Profit before income tax 8

Income tax expense 9

(Loss)/Profit for the period attributable to equity holders of the Company

(Loss)/Earnings per share attributable to equity holders of the Company

  • Basic (In HK cents) 11(a)

  • Diluted (In HK cents) 11(b)

OF COMPREHENSIVE INCOME

For the six months ended 30 September 2025

(Loss)/Profit for the period

(820)

6,909

Item that will not be reclassified subsequently to profit or loss

Remeasurement of provision for long service payments, net of tax credit of HK$61,000 (2024 tax expense: HK$31,000)

(309)

153

Total comprehensive (expense)/income for the period (1,129)

7,062

For the six months ended 30 September

2025 2024

Unaudited Unaudited

HK$'000 HK$'000

OF FINANCIAL POSITION

As at 30 September 2025

Notes

30 September

2025

Unaudited HK$'000

31 March

2025

Audited HK$'000

36,805

39,970

649

687

63,204

93,859

27,720

42,075

5,640

5,640

22,918

22,918

635

1,026

157,571

206,175

9,151

10,018

15

262

71,484

66,900

80,650

77,180

21,672

21,811

21,109

22,031

66,165

63,834

12,109

12,002

2,536

731

123,591

120,409

(42,941)

(43,229)

114,630

162,946

77,821

81,702

-

33,232

8,398

7,516

3,732

3,811

89,951

126,261

24,679

36,685

27,191

27,191

(2,512)

9,494

24,679

36,685

ASSETS AND LIABILITIES Non-current assets

Property, plant and equipment 12

Investment properties 12

Right-of-use assets 12

PLB licences 12

Public bus licences 12

Goodwill 12

Deferred tax assets

Current assets

Trade and other receivables 13

Tax recoverable

Bank balances and cash

Current liabilities

Trade and other payables 14

Bank borrowings

Lease liabilities 15

Provision for long service payments Tax payable

Net current liabilities Total assets less current liabilities Non-current liabilities

Bank borrowings

Lease liabilities 15

Provision for long service payments Deferred tax liabilities

Net assets EQUITY

Share capital 16

(Deficits)/Reserves

Total equity OF CHANGES IN EQUITY

For the six months ended 30 September 2025

Equity attributable to equity holders of the Company

Share

Share

capital

Share

premium

options

reserve

Capital

reserve

Accumulated

losses

Total

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

27,191

63,735

347

19,296

(73,884)

36,685

-

-

-

-

-

-

-

-

(820)

(309)

(820)

(309)

-

-

-

-

(1,129)

(1,129)

-

-

(347)

-

347

-

-

(10,877)

-

-

-

(10,877)

27,191

52,858

-

19,296

(74,666)

24,679

27,191

74,612

347

19,296

(82,446)

39,000

-

-

-

-

-

-

-

-

6,909

153

6,909

153

-

-

-

-

7,062

7,062

-

(10,877)

-

-

-

(10,877)

27,191

63,735

347

19,296

(75,384)

35,185

As at 1 April 2025 Loss for the period

Other comprehensive expense:

- Remeasurement of provision for long service payments (net of tax)

Total comprehensive expense for the period Lapse of share options

2025 final and special dividends (note 10b)

As at 30 September 2025 (Unaudited)

As at 1 April 2024 Profit for the period

Other comprehensive income:

- Remeasurement of provision for long service payments (net of tax)

Total comprehensive income for the period 2024 special dividends (note 10b)

As at 30 September 2024 (Unaudited)

OF CASH FLOWS

For the six months ended 30 September 2025

For the six months ended 30 September

2025 2024

Unaudited Unaudited

HK$'000 HK$'000

55,430

53,940

(414)

(2,128)

-

65

488

816

74

(1,247)

(10,877)

(10,877)

(31,966)

(30,354)

(2,015)

(3,516)

(4,803)

(4,566)

(1,259)

(1,891)

(50,920)

(51,204)

4,584

1,489

66,900

57,050

71,484

58,539

Net cash inflows from operating activities Net cash inflows/(outflows) from investing activities

Capital expenditure

Proceeds from disposal of property, plant and equipment Interest received

Net cash outflows from financing activities

Dividends paid

Capital element of lease rentals paid Interest element of lease rentals paid Repayment of bank borrowings Interest paid on bank borrowings

Net increase in cash and cash equivalents Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of the period NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION

For the six months ended 30 September 2025

  1. Corporate information

    The Company was incorporated in the Cayman Islands on 18 March 2003 as an exempted company with limited liability under the Companies Act Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of its registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, the Cayman Islands. The head office and principal place of business of the Company is located at 11th-12th Floor, Abba Commercial Building, 223 Aberdeen Main Road, Aberdeen, Hong Kong. The shares of the Company have been listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") since 15 April 2004.

    The Company is an investment holding company and its subsidiaries (together referred to as the "Group") are principally engaged in the provision of franchised public light bus ("PLB") and residents' bus transportation services in Hong Kong.

    This unaudited condensed consolidated interim financial information is presented in Hong Kong dollars ("HK$"), unless otherwise stated.

  2. Basis of preparation and significant accounting policies

    The unaudited condensed consolidated interim financial information has been prepared in accordance with Hong Kong Accounting Standard ("HKAS") 34 "Interim Financial Reporting" as issued by the Hong Kong Institute of Certified Public Accountants ("HKICPA") and the applicable disclosure requirements of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").

    This unaudited condensed consolidated interim financial information does not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements for the year ended 31 March 2025.

    This unaudited condensed consolidated interim financial information has been prepared on the historical cost basis except for PLB licences which are stated at fair values. The accounting policies and critical accounting estimates and judgements used in the preparation of this unaudited condensed consolidated interim financial information are consistent with those used in the Group's annual financial statements for the year ended 31 March 2025, except for the adoption of the new and amended HKFRS Accounting Standards as issued by the HKICPA which are relevant to and effective for the Group's financial statements for annual accounting period beginning on 1 April 2025 as disclosed in note 3 to this unaudited condensed consolidated interim financial information.

    In preparing the unaudited condensed consolidated interim financial information, the directors have given careful consideration to the future liquidity of the Group in light of the fact that, as of 30 September 2025, the Group's current liabilities exceeded its current assets by HK$42,941,000. The directors are of the opinion that the Group will have sufficient working capital to finance its operations and continue as a going concern given that: (i) the Group had strong and positive net cash inflow from operating activities of HK$55,430,000 for the period ended 30 September 2025 and bank balances and cash of HK$71,484,000 as at 30 September 2025 which enable the Group to meet its payment obligations; (ii) as at 30 September 2025, the Group had undrawn facilities totalling HK$67,300,000 which were the overdraft and the revolving loan facilities granted by the banks; and (iii) the management has prepared cash flow forecasts which demonstrated that the Group had sufficient working capital over the next twelve months from the end of the reporting period. After taking into account the above, the unaudited condensed consolidated interim financial information has been prepared on a going concern basis.

  3. Adoption of new and amended HKFRS Accounting Standards

    1. Amended HKFRS Accounting Standards that are effective for annual period beginning on 1 April 2025

      The unaudited condensed consolidated interim financial information for the six months ended 30 September 2025 have been prepared in accordance with the accounting policies adopted in the Group's annual consolidated financial statements for the year ended 31 March 2025, except for the adoption of the Amendments to HKAS 21 "Lack of Exchangeability" which became effective on 1 April 2025.

      The amendments did not have a material impact on the unaudited condensed consolidated interim financial information.

    2. Issued but not yet effective HKFRS Accounting Standards

      The HKICPA has issued a number of new and amended HKFRS Accounting Standards that are not yet effective and have not been early adopted by the Group for the financial year beginning on 1 April 2025.

      HKFRS 18 Presentation and Disclosure in Financial Statements2

      HKFRS 19 Subsidiaries without Public Accountability: Disclosures2 Amendments to HKFRS 9 and HKFRS 7 Amendments to the Classification and Measurement of

      Financial Instruments1

      Amendments to HKFRS 9 and HKFRS 7 Contracts Referencing Nature - Dependent Electricity1 Amendments to HKFRS 10 and HKAS 28 Sale or Contribution of Assets between an Investor and its

      Associate or Joint Venture3

      Amendments to HKFRS Accounting Standards Annual Improvements to HKFRS Accounting Standards -

      Volume 111

      Amendments to Hong Kong Interpretation 5 Presentation of Financial Statements - Classification by the

      Borrower of a Term Loan that Contains a Repayment on Demand Clause2

      1. Effective for annual periods beginning on or after 1 January 2026

      2. Effective for annual periods beginning on or after 1 January 2027

      3. Effective date not yet determined

      The directors of the Group anticipate that all of the pronouncements will be adopted in the Group's accounting policy for the first period beginning on or after the effective date of the pronouncement. The adoption of HKFRS 18 will not impact the recognition and measurement of financial statements items but the presentation of them. For details, please refer to note 3 to the consolidated financial statements in the Company's Annual Report 2024/25. Other new and amended HKFRS Accounting Standards are not expected to have material impact on the Group's unaudited condensed consolidated interim financial information.

  4. Revenue

    The Group is principally engaged in the provision of the franchised PLB and residents' bus transportation services in Hong Kong.

    Franchised PLB services income Residents' bus services income

    210,699

    3,443

    198,007

    3,353

    214,142

    201,360

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

    The Group derived all revenue from the provision of the franchised PLB and residents' bus transportation services at a point in time in Hong Kong during the six months ended 30 September 2025 and 2024.

  5. Other revenue and other net income/(expenses)

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

2,050

2,250

1,210

1,210

488

816

132

27

237

332

4,117

4,635

-

(470)

22

21

22

(449)

Other revenue Advertising income Administration fee income Interest income Properties rental income Others

Other net income/(expenses)

Loss on disposal of property, plant and equipment Sundry income

  1. Segment information

    The executive directors regard the Group's franchised PLB and residents' bus services as the only operating segment and assess the operating performance and allocate the resources of the Group as a whole. Accordingly, no separate analysis of the reportable segment results and assets and liabilities is presented.

    Since the Group's revenue and non-current assets are attributed to and located in Hong Kong, which is also the place of domicile, no geographical information is presented.

    There was no single customer who contributed over 10% of the Group's revenue for the six months ended 30 September 2025 and 2024.

  2. Finance costs

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

1,259

2,015

1,891

3,516

3,274

5,407

Interest expenses on bank borrowings Finance charges on lease liabilities

  1. Profit before income tax

    Profit before income tax is arrived at after charging:

    Fuel cost in direct costs

    Employee benefits expense (including directors' emoluments) Lease charges on short term leases

    Depreciation of right-of-use assets (note 12) Depreciation of property, plant and equipment (note 12) Depreciation of investment properties (note 12)

    Loss on disposal of property, plant and equipment (note 5)

    35,087

    108,351

    1,287

    31,720

    3,579

    38 -

    33,841

    100,077

    422

    31,429

    3,600

    39

    470

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

  2. Income tax expense

    Hong Kong Profits Tax has been provided at the rate of 16.5% (2024: 16.5%) on the estimated assessable profits for the period, except for a subsidiary of the Group which was a qualifying corporation under the two-tiered profits tax rates regime. Under the two-tiered profits tax rates regime, the first HK$2,000,000 of profits of qualifying entities are taxed at 8.25%, the profits above HK$2,000,000 are taxed at 16.5%. The provision for Hong Kong Profits Tax for this subsidiary was calculated at the same basis as in 2024.

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

2,052

373

1,181

640

2,425

1,821

Current tax Deferred tax

Total income tax expense

  1. Dividends

    1. Dividends attributable to the period

      The Board does not recommend the payment of any interim dividend for the six months ended 30 September 2025 and 2024.

    2. Dividends attributable to the previous financial year, approved and paid during the period

      Final dividend of HK3.0 cents (2024: Nil) per ordinary share Special dividend of HK1.0 cent (2024: HK4.0 cents)

      per ordinary share

      8,158

      -

      2,719

      10,877

      10,877

      10,877

      For the six months ended 30 September

      2025 2024

      Unaudited Unaudited

      HK$'000 HK$'000

      At the Board meeting held on 26 June 2025, the Board resolved to declare a final dividend of HK3.0 cents (2024: Nil) and special dividend of HK1.0 cent (2024: HK4.0 cents) per ordinary share in respect of the year ended 31 March 2025, totaling HK$10,877,000 (2024: HK$10,877,000), which was paid out of the share premium account under reserves of the Company, as approved by the shareholders of the Company at the annual general meeting held on 29 August 2025.

  2. (Loss)/Earnings per share

    1. Basic (loss)/earnings per share

      The calculation of basic (loss)/earnings per share is based on the loss attributable to equity holders of the Company of HK$820,000 (2024: profit of HK$6,909,000) and on the weighted average number of 271,913,000 (2024: 271,913,000) ordinary shares in issue during the period.

    2. Diluted (loss)/earnings per share

      Diluted loss per share is the same as basic loss per share for the six months ended 30 September 2025. The potential shares arising from the conversion of the Company's share options would decrease the loss per share attributable to equity holders of the Company and is not taken into account as they had anti-dilutive effects.

      Diluted earnings per share is the same as basic earnings per share for the six months ended 30 September 2024, as the share options have no dilutive effect on ordinary shares for the period because the exercise price of the Company's share options was higher than the average market price of the Company's shares in the period.

      There were no share options outstanding as at 30 September 2025. Please refer to share options section on page 30 of this interim report for details.

  3. Capital expenditure and goodwill

The following table shows the movements in property, plant and equipment, investment properties, right-of-use assets, PLB licences, public bus licences and goodwill:

Property, plant and equipment

Investment properties

Right-of-use assets

PLB

licences

Public bus licences

Goodwill

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

HK$'000

As at 1 April 2025

39,970

687

93,859

42,075

5,640

22,918

Additions

414

-

250

-

-

-

Lease modification

-

-

815

-

-

-

Deficit on revaluation charged to

condensed consolidated income

statement

-

-

-

(14,355)

-

-

Depreciation

(3,579)

(38)

(31,720)

-

-

-

As at 30 September 2025

(Unaudited)

36,805

649

63,204

27,720

5,640

22,918

As at 1 April 2024

44,063

764

153,552

56,100

8,100

22,918

Additions

2,128

-

-

-

-

-

Lease modification

-

-

677

-

-

-

Disposals

(535)

-

-

-

-

-

Deficit on revaluation charged to

condensed consolidated income

statement

-

-

-

(3,960)

- -

Depreciation

(3,600)

(39)

(31,429)

-

- -

As at 30 September 2024

(Unaudited)

42,056

725

122,800

52,140

8,100

22,918

The fair value of a PLB licence dropped to HK$420,000 as at 30 September 2025 (31 March 2025 (audited): HK$638,000). At the end of the reporting period, the PLB licences were revalued by HG Appraisal & Consulting Ltd., the independent qualified valuer. The fair value of PLB licences was determined using the market approach with reference to the average of recent market-quoted prices from different market dealers. As they were observable inputs which failed to meet Level 1, and there were no significant unobservable inputs used, the measurement was under Level 2 fair value hierarchy. The key assumptions under the market approach are consistent with those used and disclosed in the Group's annual financial statements for the year ended 31 March 2025.

  1. Capital expenditure and goodwill (Continued)

    Fair value hierarchy

    The following table presents the fair value of the Group's PLB licences measured at the end of the reporting period on a recurring basis, categorised into the three-level fair value hierarchy. The levels are based on the observability and significance of inputs to the measurements as follows:

    • Level 1: unadjusted quoted prices in active markets for identical assets or liabilities.

    • Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, and not using significant unobservable inputs.

    • Level 3: significant unobservable inputs for the asset or liability.

      Recurring fair value measurement of PLB licences:

      As at 30 September 2025 (Unaudited)

      27,720

      -

      27,720

      -

      Total

      HK$'000

      Level 3

      HK$'000

      Level 2

      HK$'000

      Level 1

      HK$'000

      As at 31 March 2025 (Audited) - 42,075 - 42,075

      During the six months ended 30 September 2025 and 2024, there were no transfers between Level 1 and Level 2.

  2. Trade and other receivables

As at 30 September

2025

Unaudited HK$'000

As at 31 March

2025

Audited HK$'000

3,555

-

2,344

-

3,555

2,344

677 -

1,846

-

677

1,846

916

4,003

815

5,013

9,151

10,018

Trade receivables - gross

Less: expected credit loss ("ECL") allowance Trade receivables - net

Other receivables - gross Less: ECL allowance

Other receivables - net Deposits

Prepayments

Majority of the Group's revenue is attributable to franchised PLB services income which is mainly received in cash or collected via Octopus Cards Limited or AlipayHK and remitted to the Group on the next business day after the day in which services are rendered. During the six months ended 30 September 2025, the Group normally granted a credit term ranging from 0 to 30 days (31 March 2025 (audited): 0 to 30 days) to other trade debtors.





prepayments.



Other receivables mainly included insurance claim receivables. Prepayments mainly included insurance and fuel

  1. Trade and other receivables (Continued)

    Based on the invoice dates (or date of revenue recognition if earlier), the ageing analysis of the trade receivables, net of ECL allowance, is as follows:

    As at 30 September

    2025

    Unaudited HK$'000

    As at 31 March

    2025

    Audited HK$'000

    2,057

    1,873

    159

    157

    157

    157

    1,182

    157

    3,555

    2,344

    0 to 30 days

    31 to 60 days

    61 to 90 days

    Over 90 days

  2. Trade and other payables

    As at 30 September

    2025

    Unaudited HK$'000

    As at 31 March

    2025

    Audited HK$'000

    5,499

    16,173

    5,918

    15,893

    21,672

    21,811

    Trade payables

    Other payables and accruals

    During the six months ended 30 September 2025, the Group was granted by its suppliers credit periods ranging from 0 to 30 days (31 March 2025 (audited): 0 to 30 days). Based on the invoice dates, the ageing analysis of trade payables is as follows:

    As at 30 September

    2025

    Unaudited HK$'000

    As at 31 March

    2025

    Audited HK$'000

    0 to 30 days

    5,499

    5,918

    Other payables and accruals mainly included accrued salaries and bonus, provision for unused annual leave and other staff benefits.

  3. Lease liabilities

    As at 30 September

    2025

    Unaudited HK$'000

    As at 31 March

    2025

    Audited HK$'000

    67,720

    -

    67,032

    33,588

    67,720

    (1,555)

    100,620

    (3,554)

    66,165

    97,066

    66,165

    -

    63,834

    33,232

    66,165

    66,165

    97,066

    (63,834)

    -

    33,232

    Total minimum lease payments:

    • Due within one year

    • Due in the second to fifth years

    • Future finance charges on leases liabilities Present value of leases liabilities

      Present value of minimum lease payments:

    • Due within one year

    • Due in the second to fifth years

      Less: Portion due within one year included under current liabilities Portion due after one year included under non-current liabilities

  4. Share capital

    As at 30 September 2025 Unaudited

    Number

    As at 31 March 2025 Audited

    Number

    in thousand HK$'000 in thousand HK$'000

    1,000,000

    100,000

    1,000,000

    100,000

    271,913

    27,191

    271,913

    27,191

    Authorised:

    Ordinary shares of HK$0.10 each

    Issued and fully paid:

    Ordinary shares of HK$0.10 each

  5. Share-based compensation

    The Company adopted a share option scheme on 30 August 2013 to provide the Company with a platform to offer rewards and incentives to eligible participants for their contribution to the Group. The share option scheme was in full force and effect until 29 August 2023. After the expiration of the share option scheme, no further options shall be offered but options granted prior thereto shall continue to be valid and exercisable in accordance with the provisions of the share option scheme. The Group has not adopted any new share option scheme since then.

    During the period, there were 2,038,000 share options lapsed. Following the lapse of 2,038,000 share options during the period, no options were outstanding as at 30 September 2025 (30 September 2024: 2,038,000).

    Share options outstanding and the weighted average exercise prices are as follows:

    For the six months ended 30 September 2025 2024

    Number of

    share options

    Weighted average exercise

    price HK$

    Number of share options

    Weighted average exercise price HK$

    2,038,000

    1.25

    2,038,000

    1.25

    (2,038,000)

    1.25

    -

    -

    -

    -

    2,038,000

    1.25

    -

    -

    2,038,000

    1.25

    At the beginning of the period Lapsed during the period

    Outstanding at the end of the period (Unaudited)

    Exercisable at the end of the period (Unaudited)

    Additional information regarding the particulars of the share options is set out on page 30 of this interim report.

  6. Banking facilities

    As at 30 September 2025, the Group had banking facilities totalling HK$166,230,000 (31 March 2025 (audited): HK$171,033,000), of which approximately HK$98,930,000 (31 March 2025 (audited): HK$103,733,000) were utilised. These facilities were secured by:

    1. pledge of certain property, plant and equipment of the Group with net book value of HK$15,771,000 (31 March 2025 (audited): HK$17,371,000);

    2. pledge of certain investment properties of the Group with net book value of HK$610,000 (31 March 2025 (audited): HK$647,000);

    3. pledge of certain PLB licences with carrying amount of HK$15,120,000 (31 March 2025 (audited):

      HK$22,950,000); and

    4. guarantee provided by the Company of HK$276,635,000 (31 March 2025: HK$276,635,000).

  7. Commitments

    1. Capital commitments

      As at 30 September 2025 and 31 March 2025, the Group had the following capital commitment:

      As at 30 September

      As at 31 March

      2025

      2025

      Unaudited HK$'000

      Audited HK$'000

      Contracted but not provided for:

      Property, plant and equipment

      363

      43

    2. Lease commitments

    As lessee

    The lease commitments for short-term leases except for PLB leases as at 30 September 2025 and 31 March 2025 are as follows:

    As at 30 September

    2025

    Unaudited HK$'000

    As at 31 March

    2025

    Audited HK$'000

    429 -

    1,456

    139

    429

    1,595

    Within one year

    In the second to fifth years

    As at 30 September 2025, the Group had entered into leases of property which ran for a period of 3 to 12 months (31 March 2025: 3 to 24 months).

    As lessor

    As at 30 September 2025 and 31 March 2025, the Group had future aggregate minimum lease receipts under non-cancellable operating leases as follows:

    Investment properties

    As at 30 September

    2025

    Unaudited HK$'000

    As at 31 March

    2025

    Audited HK$'000

    Advertising on PLBs

    As at As at

    30 September

    2025

    Unaudited HK$'000

    31 March

    2025

    Audited HK$'000

    Within one year

    In the second to fifth years

    157 -

    214

    9

    2,050

    -

    -

    -

    157

    223

    2,050

    -







    As at 30 September 2025, the operating lease arrangements in respect of investment properties and advertising on PLBs ran for original lease periods of 2 years (31 March 2025: 2 years) and 4 years (31 March 2025: nil) respectively.

  8. Related party transactions

Save as disclosed elsewhere in the condensed consolidated interim financial information, during the six months ended 30 September 2025 and 2024, the Group had the following significant transactions with its related parties:

  1. Key management compensation

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

5,779

63

5,736

63

5,842

5,799

Salaries, allowances and benefits Contributions to retirement benefits schemes

  1. Related party transactions

    Name of related Company Nature of transaction

    For the six months ended 30 September

    2025 2024

    Unaudited Unaudited

    HK$'000 HK$'000

    Hong Kong & China Transportation Consultants Limited ("HKCT")

    Right-of-use assets recognised

    Administration fee income received

    -

    374

    Maxson Transportation Limited ("Maxson")

    Administration fee income received

    416

    Big Three Limited ("Big Three")

    Right-of-use assets recognised

    Administration fee income received

    -

    399

    257

    374

    420

    317

    407

    20. Related party transactions (Continued)

    c) Related party balances

    Name of related company

    Financial statements item

    As at 30 September

    2025

    As at 31 March

    2025

    Unaudited HK$'000

    Audited HK$'000

    HKCT

    Lease liabilities

    20,258

    29,715

    Maxson

    Lease liabilities

    22,821

    33,833

    Big Three

    Lease liabilities

    22,796

    33,479

    Notes:

    1. During the period, all above transactions were entered into between the Group and the above related companies in which Mr. Wong Ling Sun, Vincent, the director, is the director and major shareholder of the related companies. Ms. Ng Sui Chun, Ms. Wong Wai Sum, Maya and Ms. Wong Wai Man, Vivian, the Directors, also have directorship and beneficial interest in some of these related companies.

    2. The related party transactions were conducted in the Group's normal course of business and at mutually agreed prices and terms.

    3. The related party transactions disclosed above also constitute continuing connected transactions as defined in Chapter 14A of the Listing Rules. The Company has complied with the disclosure requirements in accordance with Chapter 14A of the Listing Rules.

    4. Pursuant to the minibus leasing agreement dated 29 June 2023, the PLB lease payments of HK$33,741,000 for the six months ended 30 September 2025 (2024: HK$33,196,000) was payable to the above related companies.

The lease payments for the six months ended 30 September 2025 included finance charges on lease liabilities of HK$2,015,000 (2024: HK$3,516,000).

MANAGEMENT DISCUSSION AND ANALYSIS INTERIM RESULTS AND DIVIDENDS

The Group recorded a profit for the six months ended 30 September 2025 excluding the impact of the deficit on revaluation of Public Light Bus ("PLB") licences of HK$13,535,000, representing an increase of HK$2,666,000 or around 24.5% compared with that of same period last year (2024: HK$10,869,000). Such improvement was mainly attributable to the fare increase and the stable growth in patronage during the period.

Meanwhile, the deficit on revaluation of PLB licences for the year increased to HK$14,355,000 compared with that of HK$3,960,000 same period last year. Consequently, the Group recorded a loss for the six months ended 30 September 2025 of approximately HK$820,000, compared to a profit of HK$6,909,000 same period last year.

In line with previous practice, the Board does not recommend the payment of any interim dividend for the six months ended 30 September 2025 (2024: no interim dividend was declared).

REVIEW OF OPERATIONS AND FINANCIAL REVIEW
  • According to the recent transport figures published by the Transport Department, during the five months ended 31 August 2025, there was a 2.3% increase in patronage of the green minibus sector of Hong Kong compared with same period last year. The Group's franchised PLB services experienced a comparable rise, with the patronage for the period increased by around 2.9% to around 28.5 million compared with same period last year (2024: 27.7 million). Thanks to the labour importation scheme of the Government, the arrival of the Mainland China captains helped alleviate the labour shortage on a few routes, and so that the capacity could be increased. As a result, the total mileage travelled for the period increased by around 1.3 million kilometers or around 7.8% to 17.9 million kilometers compared to that of last period (2024: 16.6 million kilometers).

  • There was no change in the fleet size of the Group during the period. As at 30 September 2025, the PLB fleet size remained at 354 (31 March 2025 and 30 September 2024: 354) and the number of PLB

    routes was 73 (31 March 2025 and 30 September 2024: 73). The number of residents' buses routes and its fleet size operating by the Group also remained at four (31 March 2025 and 30 September 2024: four) and seven (31 March 2025 and 30 September 2024: seven) respectively as at 30 September 2025. There were four aged PLBs replaced during the period (2024: Two). As at 30 September 2025, the Group deployed 286 19-seat PLBs (31 March 2025: 282; 30 September 2024: 276), representing around 81% of the Group's PLB fleet. The average fleet age slightly increased to 8.5 years (31 March 2025: 8.3 years; 30 September 2024: 8.1 years).

    The details of the unaudited consolidated interim results for the period are presented below:

    For the six months ended 30 September

    2025 2024

    HK$'000 HK$'000

    Increase/ (Decrease) HK$'000

    In %

    Revenue

    214,142

    201,360

    12,782

    6.3%

    Other revenue and

    other net income/(expenses)

    4,139

    4,186

    (47)

    -1.1%

    Direct costs

    (177,804)

    (166,461)

    11,343

    6.8%

    Administrative expenses

    (20,627)

    (20,389)

    238

    1.2%

    Other operating expenses

    (616)

    (599)

    17

    2.8%

    Finance costs

    (3,274)

    (5,407)

    (2,133)

    -39.4%

    Income tax expense

    (2,425)

    (1,821)

    604

    33.2%

    Profit for the period before deficit on

    revaluation of PLB licences

    13,535

    10,869

    2,666

    24.5%

    Deficit on revaluation of PLB licences

    (14,355)

    (3,960)

    10,395

    262.5%

    (Loss)/Profit for the period

    (820)

    6,909

    (7,729)

    N/A

  • Revenue from franchised PLB and residents' bus services increased by HK$12,782,000 or around 6.3% to HK$214,142,000 (2024: HK$201,360,000). This growth was primarily driven by the full-period benefit of fare increases implemented in the prior financial year, as no new adjustments occurred in the current period. Furthermore, a 2.9% rise in patronage, attributable to increased service frequency and mileage, contributed to the positive performance.

  • The direct costs for the period increased by HK$11,343,000 or 6.8% to HK$177,804,000 (2024: HK$166,461,000) compared with last period. The major direct costs of the Group are labour costs, depreciation of right-of-use assets, fuel costs and repair and maintenance ("R&M") costs, which altogether made up over 90% of the total direct costs for the period. The changes on these major direct costs during the period are as follows:

    • Despite a favourable reduction in fuel prices, total fuel costs for the period rose by HK$1,246,000 or 3.7% to HK$35,087,000 (2024: HK$33,841,000). This net increase was attributable to higher fuel consumption driven by increased fleet mileage;

    • To address industry-wide labour shortages, the Group implemented wage increases for captains in addition to recruiting captains from Mainland China. These measures successfully stabilised our manpower, enabling an increase in service frequency. As a result, the labour costs for captains increased by 9.5% or HK$7,373,000 or to HK$85,203,000 (2024: HK$77,830,000) compared with last period;

    • Depreciation of right-of-use assets in respect of the leased PLBs for the period was HK$31,720,000 (2024: HK$31,429,000), slightly increased by HK$291,000 or around 0.9% compared to last period. This was primarily due to the replacement of aged leased PLBs with new ones, which carried higher rental rates;

    • The R&M costs for the period was HK$14,602,000 (2024: HK$12,951,000), representing an increase of HK$1,651,000 or 12.7% compared with last period. This rise was primarily driven by higher fleet utilisation, alongside the increased costs for spare parts and technician services.

  • The administrative expenses for the period slightly increased by HK$238,000 or approximately 1.2% to HK$20,627,000 (2024: HK$20,389,000). The rise was primarily driven by salary increases for administrative staff, which was partially mitigated by the absence of one-time costs incurred in the prior period for recruiting captains from Mainland China.

  • The breakdown of finance costs for the period is as follow:

    For the six months ended 30 September

    2025 2024

    HK$'000 HK$'000

1,259

2,015

1,891

3,516

3,274

5,407

Interest expenses on bank borrowings (note i)

Finance charges on lease liabilities (note ii)

Total finance costs

Notes:

  1. Compared with last period, interest expenses on bank borrowings for the period decreased by around HK$632,000 or 33.4% to HK$1,259,000 (2024: HK$1,891,000), which was mainly due to the decrease in outstanding bank loans balances and market borrowing rate; and

  2. The finance charges on lease liabilities for the period reduced by HK$1,501,000 or around 42.7% to HK$2,015,000 (2024: HK$3,516,000), which was primarily due to the reducing lease liabilities over the three-year period under a three-year minibus leasing agreement.

  • The income tax expense for the period was HK$2,425,000 (2024: HK$1,821,000). Excluding 1) the non-deductible effect of the deficit on revaluation of PLB licences of HK$14,355,000 (2024: HK$3,960,000) and 2) the effect of two-tiered profits tax rates, the effective tax rate for the period was 16.2% (2024: 15.7%). The Hong Kong profits tax rate applicable to the Group during the year was 16.5% (2024: 16.5%), except that a subsidiary was entitled to a profits tax rate cut to 8.25% for the first HK$2,000,000 assessable profit under the two-tiered profits tax rates regime introduced by the Government.

  • Owing to the further deterioration of the red minibus market, the fair value of a PLB licence declined by HK$218,000 or 34.1% to HK$420,000 as at 30 September 2025, compared with HK$638,000 as of 31 March 2025. Consequently, the total carrying value of PLB licences of the Group as at 30 September 2025 fell accordingly to HK$27,720,000, representing a decrease of HK$14,355,000 or approximately 34.1% (31 March 2025: HK$42,075,000). The entire deficit on revaluation of PLB licences totaling HK$14,355,000 was charged to the Group's condensed consolidated income statement for the period (2024: HK$3,960,000). Please also refer to the note 12 of the unaudited condensed consolidated interim financial information for more information on the carrying amount of PLB licences.

According to the applicable accounting standards, the PLB licences are revaluated with reference to their market value at each reporting date. Nevertheless, instead of holding for investment purpose, all the PLB licences owned by the Group are for operational use. The accounting revaluation of the PLB licences should be considered separately because the volatility of their market value has no significant impact on the Group's core operation.

Cash flow

For the six months ended 30 September

2025 2024

HK$'000 HK$'000

55,430

53,940

74

(1,247)

(50,920)

(51,204)

4,584

1,489

Net cash inflows from operating activities

Net cash inflows/(outflows) from investing activities (note i)

Net cash outflows from financing activities Net increase in cash and cash equivalents

Note:

  1. The net cash inflows from investing activities for the period was HK$74,000 (2024: outflows of HK$1,247,000). The net cash outflows from investing activities for the last period was mainly for the capital expenditures paid for non-recurring office renovation and purchase of two new PLBs. The cash outflows for capital expenditures during the period reduced significantly compared to last period.

    Please refer to the condensed consolidated statement of cash flows for the details.

    Capital structure, liquidity, financial resources and policies

    Liquidity and financial resources

    The Group's operations are mainly financed by proceeds from its operations. The Group carefully assesses and monitors its liquidity to ensure that it has sufficient cash and standby banking facilities to meet its daily operational needs.

    As at 30 September 2025, the Group's net current liabilities amounted to HK$42,941,000, compared to HK$43,229,000 as at 31 March 2025. The current ratio (current assets/current liabilities) was 0.65 times as of 30 September 2025, slightly up from 0.64 times on 31 March 2025. Both the net current liabilities and the current ratio remained at similar levels to those recorded on 31 March 2025.

    As at 30 September 2025, the Group had bank balances and cash amounting to HK$71,484,000 (31 March 2025: HK$66,900,000). All of the bank balances and cash as at 30 September 2025 and 31 March 2025 were denominated in Hong Kong dollars. Please refer to the "Cash Flow" section above for the change of the bank balances and cash for the period.

    As at 30 September 2025, the Group had banking facilities totaling HK$166,230,000 (31 March 2025: HK$171,033,000) of which HK$98,930,000 (31 March 2025: HK$103,733,000) was utilised.

    Bank borrowings

    The balance of the total bank borrowings of the Group decreased by HK$4,803,000 or 4.6% to HK$98,930,000 as at 30 September 2025 (31 March 2025: HK$103,733,000), which was attributable to the scheduled repayment of bank borrowings during the period. No new bank borrowing was incepted during the period.

    The maturity profiles of the bank borrowings are as follows:

    As at 30 September

    2025

    HK$'000

    As at 31 March

    2025

    HK$'000

    21,109

    22,031

    7,025

    7,416

    20,750

    20,546

    50,046

    53,740

    98,930

    103,733

    Within one year

    In the second year

    In the third to fifth year After the fifth year

    The gearing ratio (defined as total bank borrowings less bank balances and cash/shareholders' equity) of the Group as at 30 September 2025 was 111.2% (31 March 2025: 100.4%). The increase in gearing ratio was mainly due to the reduced total equity of the Group as at 30 September 2025.

    Pledge of assets

    The Group has pledged certain assets to secure the banking facilities granted. Details of the pledged assets are as follows:

    As at 30 September

    As at 31 March

    2025

    HK$'000

    2025

    HK$'000

    PLB licences

    15,120

    22,950

    Property, plant and equipment

    15,771

    17,371

    Investment properties

    610

    647

    Capital expenditure and commitment

    The Group's total capital expenditure for the period was HK$1,479,000 (2024: HK$2,805,000), which was mainly for modifying the lease upon the replacement of aged leased PLBs with new PLBs. The Group's capital commitment contracted and not provided for was HK$363,000 (31 March 2025: HK$43,000) which was mainly for the balancing payment for the purchase of a new PLB licence and a PLB.

    Credit risk management

    Majority of the income of the Group's franchised PLB operation is either received in cash or collected via Octopus Cards Limited or AlipayHK and remitted to the Group on the next business day. Also, the Group does not provide guarantees to third parties which would expose the Group to credit risk. The Group is therefore not exposed to any significant credit risk.

    Foreign currency risk management

    The Group is not exposed to significant foreign exchange risk as the majority of income and expenditures of its operating activities and monetary assets and liabilities of the Group are denominated in Hong Kong dollars.

    Interest rate risk management

    The Group's interest rate risk arises primarily from its bank balances, bank borrowings and lease liabilities. All borrowings as at 30 September 2025 were denominated in Hong Kong dollars and on a floating interest rate basis. The practice effectively eliminates the currency risk and the management is of the view that the Group is not subject to significant interest rate risk. Finance costs accounted for around 1.6% (2024: 2.8%) of the total costs (excluding deficit on revaluation of PLB licences) of the Group for the reporting period. Any reasonably possible changes in the market interest rates would not bring significant impact to the Group.

    Fuel price risk

    The Group is exposed to fuel price risk. The fluctuations in the fuel prices could be significant to the operations of the Group. However, having carefully evaluated the market conditions, the Group's internal resources and the possible outcomes of entering into hedging derivatives, the Board concluded that entering into hedging contracts might not necessarily be an effective tool to manage the fuel price risk. Therefore, the Group did not have any hedging policies over its anticipated fuel consumption during the period. The management will continue to closely monitor the changes in market condition.

    Contingent liabilities

    The Group did not have any material contingent liabilities as at 30 September 2025 and 31 March 2025.

    Employees and remuneration policies

    Since the minibus industry is labour intensive in nature, staff costs accounted for a substantial part of the total operating costs of the Group. Expenses relating to employee benefits incurred for the reporting period were HK$108,351,000 (2024: HK$100,077,000), representing 52.9% (2024: 51.4%) of the total costs (excluding the deficit on revaluation of PLB licences). Apart from the basic remuneration, double pay and/or discretionary bonus were also granted to eligible employees with reference to the Group's performance and individual contribution. Other benefits including retirement plans and training schemes were also provided to the staff members. As at 30 September 2025, the headcount of the Group was 1,291 (31 March 2025: 1,275).

    Material acquisitions and disposals

    The Group did not have any material acquisitions or disposals of subsidiaries, associates and joint ventures during the six months ended 30 September 2025 (2024: Nil).

    Prospect

    Looking ahead, the Group continues to navigate a challenging operating environment characterized by both persistent labour shortage and emerging cost pressures. While the Hong Kong economy shows signs of moderate growth, which has translated into increased passenger demand on certain routes, this positive development is tempered by rising operational costs. The recent adjustment of toll charges for the Aberdeen Tunnel and Shing Mun Tunnels, implemented on 21 September 2025 with tolls increasing from $5 to $8 per trip, has added immediate pressure to our operating costs. In response, the Group has submitted fare adjustment applications for routes utilising these tunnels to mitigate the additional financial burden. To capitalize on the improved demand and enhance service capacity, the Group has expanded its fleet by two vehicles in November 2025.

    The structural labour shortage remains a critical concern for the industry. While the overall unemployment rate of Hong Kong has edged higher, the minibus sector continues to face an acute shortage of qualified captains due to an aging workforce and the gradual retirement of experienced captains. The full deployment of the second batch of imported captains from Mainland China has helped stabilise service delivery, but the management reiterates the urgent need for the Government to establish a permanent labour importation scheme to systematically address the industry's structural workforce shortages. The Group remains committed to enhancing service quality and operational efficiency, though these efforts can only achieve their full potential with a sufficient and stable supply of drivers.

    Passengers' travel patterns continue to evolve, with the preference for outbound travel during holidays persisting and negatively impacting patronage on our weekend and holiday leisure routes. While the recent moderation in international fuel prices has provided some cost relief, the management remains cautious about potential future price hikes given ongoing geopolitical tensions. The Group will continue to focus on prudent cost management and operational optimisation to navigate these challenges.

    Furthermore, due to the continuing difficult operating environment for the red minibus industry, the market price of PLB licences has further depreciated. This is expected to lead to an accounting revaluation deficit of PLB licences which may have a significant impact on the results for the full financial year. Nevertheless, the management emphasises that the accounting revaluation of PLB licences should be considered separately from operational performance, as the fluctuation in market value has no significant impact on the core business and cash flows of the Group.

    Despite these challenges, the Group remains confident in its ability to maintain stable patronage for essential services and will continue to work constructively with transport authorities to ensure the sustainability of our services. The Northern Metropolis development continues to present strategic opportunities to demonstrate the essential role of green minibus services in serving communities beyond railway reach. The Group will persist in its efforts to balance operational necessities with the provision of reliable and affordable services to the communities we serve.

    DIRECTORS' AND CHIEF EXECUTIVES' INTERESTS IN SHARES Directors' and chief executives' interests and short positions in shares, underlying shares and debentures in/of the Company and its associated companies

    As at 30 September 2025, the interests and short positions of the Directors and chief executives in the shares, underlying shares and debentures in/of the Company and its associated corporations (within the meaning of the Part XV of the Securities and Futures Ordinance (the "SFO")) which have been recorded in the register required to be kept under section 352 of the SFO or notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies (the "Model Code"), were as follows:

    Long positions in the shares and the underlying shares in the Company

    Approximate percentage of aggregate

    Number of interests to the

    Number of ordinary shares held underlying total number

    shares held in of issued

    Name of Director

    Personal interests

    Family interests

    Other interests

    respect of the share options

    Total interests

    ordinary shares

    Mr. Wong Ling Sun, Vincent

    34,664,900

    11,003,200 (note b)

    117,677,000 (note a)

    -

    163,345,100

    60.07%

    Ms. Ng Sui Chun

    13,725,900

    -

    117,677,000 (note a)

    -

    131,402,900

    48.32%

    Mr. Chan Man Chun

    3,539,500

    220,000 (note c)

    -

    -

    3,759,500

    1.38%

    Ms. Wong Wai Sum, Maya

    5,682,600

    -

    117,677,000 (note a)

    -

    123,359,600

    45.36%

    Ms. Wong Wai Man, Vivian Prof. Chan Yuen Tak Fai,

    2,325,600

    4,200,000 (note d)

    117,677,000 (note a)

    -

    124,202,600

    45.67%

    Dorothy

    588,000

    - - -

    588,000

    0.21%

    Mr. Kwong Ki Chi

    588,000

    - - -

    588,000

    0.21%

    Notes:

    1. As at 30 September 2025, a total of 117,677,000 ordinary shares in the Company were held by Skyblue Group Limited ("Skyblue"), which is a wholly owned subsidiary of Metro Success Investments Limited ("Metro Success"). Metro Success is a wholly owned subsidiary of JETSUN UT Company (PTC) Limited ("JETSUN"), the trustee of The JetSun Unit Trust, which is in turn wholly owned by HSBC International Trustee Limited ("HSBCITL") as trustee of The JetSun Trust. The entire issued share capital of JETSUN is owned by HSBCITL. The JetSun Trust is a discretionary trust and its discretionary objects include Mr. Wong Ling Sun, Vincent, Ms. Ng Sui Chun, Ms. Wong Wai Sum, Maya and Ms. Wong Wai Man, Vivian.

    2. 10,651,200 ordinary shares out of the family interest were held by the Director as trustee for the benefit of his children. The remaining 352,000 ordinary shares were held by the spouse of the Director.

    3. These ordinary shares were held by the spouse of the Director.

    4. The Director held these ordinary shares as trustee for the benefit of her children.

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