REG - DFI Retail Group Jardine Matheson Hdg - 2025 PRELIMINARY RESULTS
03/03/2026 11:15
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RNS Number : 1357V DFI Retail Group Holdings Ltd 03 March 2026
Announcement
3 March 2026
The following announcement was issued today to a Regulatory Information
Service approved by the Financial Conduct Authority in the United Kingdom.
DFI RETAIL GROUP HOLDINGS LIMITED
2025 PRELIMINARY ANNOUNCEMENT OF RESULTS
Highlights
· Underlying profit reached the high-end of guidance at US$270
million, up 35% year-on-year
· Reported profit of US$235 million, up US$480 million year-on-year
· Health and Beauty delivered strong like-for-like (LFL) sales and
profit growth
· Convenience returned to profit growth in the second half of 2025,
supported by a favourable mix shift towards higher-margin, non-cigarette
categories
· Strengthening value-driven, omnichannel proposition in Food and
Home Furnishings
· Divestments of Yonghui, Robinsons Retail and Singapore Food
underscored the Group's transition from a portfolio to a focused operating
company and strengthened balance sheet to a net cash position
· Returned approximately US$740 million to shareholders for the
full year 2025, including a US$600 million special dividend
· Final dividend of US¢10.50 per share based on a new 70% payout
policy announced in December 2025
"Effective execution of our strategy drove strong financial performance and
higher shareholder returns in 2025, despite a challenging retail environment.
Our significant progress made in portfolio simplification creates investment
capacity for strategic priorities, enabling greater value for our customers
and accretive inorganic opportunities to drive sustainable growth and
returns."
Lincoln Pan
Chairman
Results
Year ended 31 December
2025 2024 Change
US$m US$m %
Revenue 8,869 8,869 -
Underlying profit attributable to shareholders* 270 201 +35
Profit/(loss) attributable to shareholders 235 (245) n/a
US¢ US¢ %
Underlying earnings per share* 20.05 14.91 +35
Earnings/(loss) per share 17.41 (18.17) n/a
Ordinary dividend per share 14.00 10.50 +33
Special dividend per share 44.30 - n/a
* the Group uses 'underlying profit' in its internal financial reporting to
distinguish between ongoing business performance and non-trading items, as
more fully described in note 36 to the financial statements. Management
considers this to be a key measure which provides additional information to
enhance understanding of the Group's underlying business performance.
The final dividend of US¢10.50 per share will be payable on 13 May 2026,
subject to approval at the Annual General Meeting to be held on 7 May 2026, to
shareholders on the registers of members at the close of business on 20 March
2026.
DFI RETAIL GROUP HOLDINGS LIMITED
PRELIMINARY ANNOUNCEMENT OF RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2025
INTRODUCTION
It is my honour and privilege to join DFI Retail Group ('DFI' or the 'Group')
as Chairman of the Board, supporting Group Chief Executive, Scott Price, and
his leadership team in executing its strategic priorities and delivering
shareholder returns. On behalf of the Board, I would also like to express our
gratitude to John Witt for his invaluable contributions to DFI over many
years.
As Asia's leading multi-format retail platform, DFI has a unique set of assets
- strong customer trust, an extensive store network across markets, deep data
insights from a powerful loyalty programme, and a strengthening Own Brand
portfolio - that will serve as a foundation for growth over the coming
years.
Amid macroeconomic volatility and evolving consumer needs, the Group has been
responding effectively through a stronger value proposition and enhanced
omnichannel capabilities. This strategy is yielding early and encouraging
results, demonstrated by a 35% increase in underlying profit in 2025. We
remain particularly optimistic about the growth prospects in Health &
Beauty and Convenience, as well as the opportunities emerging in digital.
I am confident that under the capable leadership of Scott and his team, DFI
will continue to deliver retail excellence to customers across Asia while
driving long-term value creation and growth.
Under a new 70% dividend payout policy announced in December 2025, the Board
recommends a final dividend of US¢10.50 per share (2024 final dividend:
US¢7.00).
STRATEGIC HIGHLIGHTS
Over the course of 2025, the Group executed effectively against its strategic
framework of Customer First, People Led, Shareholder Driven. This approach
enables DFI to navigate market challenges while capturing opportunities that
build on its strong platform for sustainable growth.
The retail landscape is rapidly evolving, driven by shifting consumer
behaviour and digitalisation. The Group remains focused on strategic
priorities that place customers first - delivering quality, value and
convenience in everyday moments. Across its businesses, the Group made good
progress in strengthening value propositions, expanding customer reach in
growth markets, driving deeper customer engagement with data-driven insights
and accelerating digital monetisation. These initiatives enhance its ability
to better serve customers and supplier partners while delivering returns to
shareholders.
Investing in talent development remains at the top of the agenda. During the
year, the Group achieved an improved team member engagement score. Inclusive
leadership, a purpose-driven culture and engaged team members are critical to
driving stronger performance and delivering exceptional customer experience.
In parallel, the Group continues to enhance its organisational agility in
meeting customer needs while reducing overhead costs.
In 2025, the Group completed the divestments of minority stakes in Yonghui and
Robinsons Retail, as well as Singapore Food business, enabling reinvestment in
subsidiary businesses and strategic priorities with stronger growth and return
potential. This approach, combined with a sharpened business focus and a
strengthened balance sheet, delivered a total shareholder return exceeding 90%
in 2025, including the distribution of a US$600 million special dividend in
October.
PROSPECTS
Transformation is an ongoing journey for today's retailers. Serving diverse
communities across Asia, where economic conditions and consumer expectations
vary widely, the Group must stay agile and locally relevant guided by a
customer-first mindset and a disciplined focus on growth opportunities that
further build on its competitive advantages. Over the year, DFI has invested
in delivering better outcomes for customers through price reinvestment, Own
Brand innovation, omnichannel expansion and data-driven personalisation -
focus areas that will remain central to its growth plans in the years ahead.
An expanded digital ecosystem also unlocks new avenues to drive deeper value
for supplier partners and enhance shareholder returns.
I would like to end by expressing the Board's appreciation to our team
members. We could not be more proud of the work they have done over the year,
particularly in responding to the deeply tragic Tai Po fire in Hong Kong.
Their unwavering dedication to serving our customers across Asia is what will
continue to drive our business forward and build long-term value for
shareholders.
Lincoln Pan
Chairman
GROUP CHIEF EXECUTIVE'S REVIEW
INTRODUCTION
We are pleased to close 2025 on a strong note, with underlying profit
attributable to shareholders up 35% year-on-year to US$270 million, reaching
the high end of our guidance range. This strong performance was driven by a
recovery in LFL subsidiary sales, improved margins and proactive portfolio
actions, including the divestment of our minority stake in Yonghui.
Customers across Asia, including in our home market of Hong Kong, are
increasingly seeking quality and convenience at great value. While macro
challenges remain, we are encouraged to see early signs of recovery in key
retail segments, including 3% growth in health and beauty sales in Hong Kong,
supported by a 12% increase in tourist arrivals. As Asia's leading
multi-format omnichannel retail platform, we are uniquely positioned to meet
customers' evolving needs effectively across all channels through relevant and
compelling customer propositions.
With a renewed focus on balancing profitability with capital discipline, the
Group ended the year in a net cash position, after distributing a US$600
million special dividend, and delivered a significantly improved return on
capital employed (ROCE) of 9.4%. Our strengthened balance sheet allows us to
reinvest for growth as we deepen our focus on higher-return subsidiary
businesses and strategic priorities that sustain value creation for
shareholders. For the full year 2025, we returned a total of approximately
US$740 million to shareholders, including the special dividend.
In December, we held our inaugural Investor Day where DFI announced a new
dividend policy with an increased payout ratio of 70%. Dividends paid during
the year, combined with a share price increase of more than 70%, resulted in a
total shareholder return exceeding 90% in 2025. We also outlined our
three-year plan for realising our financial ambitions and accelerated growth
goals, including a target of US$310-350 million in underlying profit
(representing 11% CAGR at the mid-point compared to 2025(1)) and an improved
ROCE of at least 15% by 2028.
1 Excluding Singapore Food business and minority stake in Robinsons
Retail upon completion of divestment in 2025
As we enter the new financial year, we remain firmly focused on executing our
strategic priorities to drive sustained, profitable growth.
STRATEGIC DELIVERABLES - KEY PROGRESS
Over the past year, we have made significant progress in our transformation
from a portfolio business into a strategically focused operating company. We
have been advancing our strategy across five key deliverables to create
greater value for our customers, supplier partners and shareholders.
Retail Excellence
By delivering best-in-class customer propositions, we see a wide range of
opportunities for driving higher store sales density and market share gain
across all business segments.
Health & Beauty
Mannings and Guardian continue to strengthen their position as the trusted
advisor for wellness, unlocking strong cross-category growth opportunities
through an assortment with high functional value across supplements, derma
skin care and hair care. Customers across Asia are increasingly shifting to
retailers that best fulfil their broad, diverse and unique wellness goals. Our
technology-enabled personalised services - including skin, scalp and health
assessments - drive higher purchase conversion and basket size by deepening
customer understanding of their wellness needs. These capabilities will be
expanded to 25% of our Health & Beauty store network to enhance our
competitive differentiation and leadership in wellness.
Convenience
7-Eleven is broadening its shopper missions towards higher-margin,
non-cigarette categories with a strategic focus on ready-to-eat (RTE)
offerings, which accounted for 24% of Convenience sales in 2025. Across
markets, consumers are seeking more convenient, high-quality and value-driven
meal solutions. The expansion of Food Bars to 1,250 locations in South China
and the rollout of RTE-focused store revamp across the entire Hong Kong
network by 2028 will further strengthen 7-Eleven's RTE proposition.
Food
Given consumers' pivot towards value, continued northbound travel and
increasing competition from Chinese mainland e-commerce platforms, the
Wellcome team has focused on enhancing food basket value for customers by
advancing our Everyday Low Price strategy. Investment in reduced pricing
through strategic direct sourcing of core basket items, particularly in fresh,
has resulted in a 2% growth in volume driven by higher footfall and increased
items per basket. Direct sourcing allowed us to reduce prices while protecting
gross profit, resulting in a 30-basis point gross margin improvement. These
efforts further supported the narrowing basket price gap compared to the
Greater Bay Area to a currently low single-digit price difference(2).
2 Based on a third-party assured price comparison of a 200-item
comparable basket between DFI and Greater Bay Area
Home Furnishings
Similar to Food, IKEA has focused on enhancing its affordability and
accessibility by reinvesting in the pricing of high-volume products,
broadening the range of entry price points, rationalising the tail of
slow-selling assortment, and further expanding digital touchpoints through
third-party marketplaces. We are also strengthening IKEA Food as a key draw
for customers seeking exciting and affordable food experiences as part of
their store journey. These efforts are supported by significant cost
transformation initiatives across our operating markets.
Own Brand
Our reset in Own Brand strategy across Food and Health & Beauty is driving
higher customer loyalty and sales penetration through greater exclusivity and
value. By refining our product range to align closely with customer needs and
maximising cross-selling across our formats, we achieved meaningful
improvements in margins and sales productivity.
Access to Customers
We continue to strategically expand our network in high-growth, profitable
markets, primarily through a capex-light franchise model, with 114 net new
openings(3) in 2025. In particular, we will deepen 7-Eleven's presence in
Guangdong province to around 2,400 stores and expand Guardian's footprint in
Indonesia to approximately 750 stores by 2028.
3 Excluding Singapore Food. Divestment of business was completed in
early December 2025.
Omnichannel and Data Ecosystem
DFI's expanded omnichannel ecosystem is elevating our relevance and engagement
with customers, providing us deep data insights across daily consumer needs
that few peers in Asia can match. This ecosystem now allows our customers to
engage with DFI brands across more than 90 digital channels, including apps,
websites, third-party marketplaces, quick-commerce partnership with food
delivery platforms and click-and-collect services. Our strengthened digital
proposition was underpinned by a 140-basis point increase in online sales
penetration to 6.4%(4) as at year-end 2025, with order volume more than
doubled year-on-year. Our overall digital ecosystem, comprising e-commerce,
retail media, insights monetisation and yuu, continues to drive improved
financial returns for the Group.
4 Excluding Singapore Food, cigarettes under Convenience and IKEA food
Retail Media (DFIQ Media)
Positioned to become Asia's leading omnichannel retail media network, DFIQ
Media offers a differentiated online and offline advertising proposition,
enabling brands to execute cross-format campaigns through our digital assets
and more than 10,000 in-store digital screens across markets. DFIQ Media
delivered strong sales growth, albeit from a low starting base, achieving a
fourfold increase in revenue over 2024, supported by proprietary data insights
from over 7 million monthly active users across our growing digital portfolio.
DFIQ Portal
We aim to empower our supplier partners with actionable insights that drive
greater business impact and better outcomes for customers. The DFIQ Portal - a
vendor platform combining DFIQ Media, DFIQ Insights and trade capabilities -
was launched in December 2025, providing suppliers real-time access to
critical analytics that enables optimised inventory management and more
effective strategic planning.
Retail Analytics
Leveraging cross-format data insights from over 5 million yuu Rewards members
in Hong Kong, we continue to enhance our assortment and promotional decisions
to help expand both in-store sales and gross profit.
Lean & Agile Model
Maintaining a lean and agile operating model is essential to ensuring
efficient decision-making in a rapidly evolving retail landscape. Continued
cost optimisation and better product sourcing will support both strategic
price reinvestment and sustainable margin expansion in the coming years.
Overhead reductions are expected to translate into lower SG&A costs
beginning 2026. We remain disciplined in capex, driving network growth
primarily through a franchise model with a strong focus on paybacks.
Strategic pivot from portfolio to a focused operating company
We conduct strategic reviews of our businesses guided by return on capital and
total shareholder return priorities. During the year, we completed the
divestment of our minority stakes in Yonghui and Robinsons Retail, as well as
our Singapore Food business, generating total gross proceeds of approximately
US$1 billion in cash consideration. In line with our capital allocation
priorities, these proceeds were redeployed towards debt repayment, resulting
in a net cash position of US$70 million as at year-end 2025. In addition, a
special dividend of US$600 million was distributed to shareholders in October
2025. The Group remains focused on maximising total shareholder return while
maintaining strategic flexibility for inorganic growth opportunities that are
accretive to long-term shareholder value.
2025 PERFORMANCE
Total revenue from subsidiaries in 2025 was US$8.9 billion, up 1% on a LFL
basis, excluding cigarettes. Organic revenue, excluding divested businesses(5)
for the comparable period, grew 0.5%. Strong sales growth in the Health &
Beauty division was offset by lower contributions from other segments.
5 Excluding financial contribution from Singapore Food (December 2024)
and Hero Supermarket (2024) for comparison purpose
Excluding the impact of the minority stake divestments in Yonghui and
Robinsons Retail completed in 2025, total revenue for the Group, including
100% of associates and joint ventures, remained broadly stable.
The Group reported total underlying profit attributable to shareholders of
US$270 million for the year, up 35% year-on-year. This was supported by
improved profitability from subsidiary businesses, lower financing costs and
higher underlying profit from associates following the divestment of Yonghui.
Underlying profit from subsidiaries was US$183 million, 15% higher than the
prior year. This was driven by strong Health & Beauty performance in
addition to earnings recovery in Singapore Food and Home Furnishings segment,
partially offset by lower contribution from Convenience due to reduced
cigarette volume.
The Group's share of underlying profit from associates was US$88 million, an
improvement of US$45 million compared to the prior year, primarily due to the
divestment of minority stake in loss-making Yonghui and higher contribution
from Maxim's as a result of improved mooncake sales and restaurant performance
in Southeast Asia. Despite challenging trading conditions in Hong Kong and
Chinese mainland, Maxim's delivered profit growth in these regions through
cost optimisation.
The Group reported operating cash flow after lease payments of US$430 million,
30% higher than the prior year, supported by underlying operating profit
growth. Free cash flow(6) for the period was US$281 million, up 78%
year-on-year. As at 31 December 2025, the Group's net cash was US$70 million,
compared to US$468 million net debt at 31 December 2024.
6 Free cash flow is equivalent to cash flows from operating activities
after lease payments minus normal capital expenditure
SUSTAINABILITY
We remain firmly committed to our purpose to sustainably serve Asia for
generations with everyday moments - with a focused, balanced, collaborative
approach taking into account the macroeconomic environment and consumer
sentiment. We are driving progress on our pathway to reduce our Scope 1 and 2
emissions by 50% by 2030 from a 2021 baseline, with our targeted investments
in refrigerant emissions management, energy efficiency, and behaviour-change
initiatives across our operations gaining momentum throughout the year. From
2025 to 2030, we will further increase the share of renewable energy use in
our portfolio, helping to accelerate the energy transition in the key markets
where we operate.
As advocates for our customers and the communities we serve, we are committed
to delivering affordable, sustainable products. In 2025, we delivered 380
tonnes of Own Brand low-carbon rice to our Hong Kong markets and added
multiple products through our Grounds to Green programme to our 7-Eleven RTE
range. These award-winning initiatives demonstrate our ability to anticipate
customer expectations and deliver on market demands. We maintained strong
discipline in waste and packaging management, keeping us on track to meet our
2030 targets.
BUSINESS REVIEW
HEALTH AND BEAUTY
Sales for the Health and Beauty division grew 7% year-on-year or 5% on an LFL
basis to US$2.6 billion. Underlying operating profit was US$228 million for
the year, representing an increase of 8% compared to 2024.
Both Mannings and Guardian achieved strong LFL sales performance, supported by
growing wellness sales penetration towards the mid-term target of over 35%. To
further strengthen our leadership in wellness - a cross-category opportunity
spanning health, beauty and personal care - Mannings and Guardian complemented
their wellness-focused assortment with in-store health, skin and scalp
assessments in selected outlets. Our personalised consultations and tailored
product recommendations deepen our engagement with customers, supporting
larger basket sizes and higher purchase conversion.
In Hong Kong and Macau, LFL sales increased by 5%, driven by strong growth in
tourist store sales from higher arrivals. Own Brand strategy reset resulted in
a 35% improvement in gross profit per SKU through a refined product range that
better aligns with customer needs. Sales of Mannings China declined due to
the closure of majority of its offline store network as the business pivots
towards a cross-border e-commerce model.
Guardian in Southeast Asia reported 5% LFL sales increase, driven by growth in
basket sizes across key markets and an expanding e-commerce presence,
including the Guardian Malaysia loyalty programme launched in March 2025 and a
new Guardian Singapore app in July 2025. Indonesia and Vietnam delivered LFL
sales growth exceeding 10%, supported by strong traffic gains. Gross margin
expansion and operating leverage contributed to operating profit growth of 16%
in the region.
CONVENIENCE
Total Convenience sales were US$2.3 billion, representing a decline of 2%
year-on-year or 3% on an LFL basis, due to lower-margin cigarette volume
reductions following tax increases in Hong Kong in February 2024. Excluding
cigarettes, overall Convenience sales grew 1% compared to 2024 and were
marginally lower on an LFL basis. Underlying operating profit was US$97
million, down 6% year-on-year. Favourable sales mix shift towards
higher-margin non-cigarette categories drove a return to a positive profit
growth in the second half of 2025.
In Hong Kong, the Group expects to mitigate financial impact from declining
cigarette sales in 2026 and beyond through continued growth in higher-margin
non-cigarette categories, including RTE which accounted for 18% of sales for
the full year, up from 16% in 2024.
7-Eleven Singapore reported robust LFL sales growth driven by a stronger RTE
proposition and effective promotional campaigns. In South China, continued
store network expansion through a capex-light franchise model, including 99
net increase in store number, contributed to 3% sales growth. LFL sales,
however, were down 2% largely due to intense subsidy competition from food
delivery platforms, primarily in the first half of the year. The focus remains
on driving footfall through innovative RTE and Food Bar expansion to 1,250
stores by the end of 2028, compared to 325 as of year-end. Both markets saw
meaningful profit growth, supported by a favourable product mix shift and
disciplined cost control.
FOOD
Reported sales for the Food division were US$3.0 billion, remaining stable
compared to 2024 on an LFL basis. Underlying operating profit reached US$62
million for the year, up 6% year-on-year, driven by earnings recovery in
Singapore Food following the distribution of government consumption vouchers
in 2025.
In Hong Kong, the Wellcome team strengthened its fresh and value proposition
through pricing reinvestment supported by strategic direct sourcing. These
efforts included a new partnership with Dingdong Maicai (DDL) since May 2025
for a wider selection of price-competitive fresh produce, as well as the
Everyday Value campaign launched in September 2025, offering up to 40% savings
on 100 core basket items. The team also accelerated omnichannel growth through
broader digital channels - including a quick-commerce partnership with
foodpanda and click-and-collect services - and a shortened delivery time to
same or next day delivery, driving a more than 20% sales growth in Hong Kong
Food online sales. Despite a 1% LFL sales decline compared to the prior year,
total volume grew 2% driven by increased transactions and items per basket.
Southeast Asia Food sales performance benefited from multiple rounds of
government consumption voucher distribution in Singapore during the year,
including S$800 vouchers for each household and S$600 vouchers for individuals
in celebration of the nation's 60th anniversary. These vouchers, which were
redeemable at supermarkets and heartland merchants, drove stronger sales in
the Food segment. Convenience and Health & Beauty did not see a similar
uplift in sales as the vouchers were not applicable to these outlets.
Divestment of Singapore Food business was completed in early December 2025.
Post-completion, the Group continues to serve the Singapore market through its
Guardian and 7-Eleven brands. As the only nationwide modern trade operator in
Cambodia, Lucky reported robust LFL sales growth with strong margin expansion
on scale benefits.
HOME FURNISHINGS
IKEA reported sales of US$677 million, down 3% year-on-year and 5% on an LFL
basis, compared to an 11% LFL sales decline in 2024. Operating profit was
US$26 million, representing a meaningful improvement from US$16 million in the
prior year, driven by effective cost control measures across markets.
Amid a challenging macro environment and reduced consumer demand for
big-ticket items due to subdued real estate market activity, the IKEA team has
prioritised enhancing its value proposition and omnichannel presence. Key
initiatives include price reductions on high-volume products, rationalisation
of non-core assortment, and a broader range of entry price points. In
Indonesia, the team has further expanded digital partnerships with third-party
marketplaces to improve accessibility, supporting continued progress towards
its overall online sales penetration target of 18-20% by 2028. IKEA Food
remains a critical traffic and revenue driver, representing 14% of total
sales.
These combined with significant cost optimisation efforts in labour, supply
chain and infrastructure across markets contributed to a US$10 million
improvement in overall profitability.
RESTAURANTS
The Group's share of Maxim's underlying profits was US$72 million in 2025, an
increase of 9% year-on-year, supported by resilient sales of US$3.1 billion,
up 0.4% year-on-year, and ongoing cost optimisation. Improved mooncake sales
during the mid-autumn festival and stronger restaurant performance in
Southeast Asia was offset by challenging trading environment in Hong Kong and
the Chinese mainland. Cost management in these markets also supported overall
profit growth. During the year, Maxim's continued to expand its Southeast Asia
network with 84 net new stores added, mainly in Thailand and Vietnam.
OUTLOOK
2025 marked a year of strong progress for DFI, with the strategic reset across
our businesses driving improved underlying profitability in both subsidiaries
and associates, a stronger ROCE and enhanced shareholder returns. Our
strengthened balance sheet and disciplined use of capital provides capacity to
reinvest for growth both organically and inorganically, laying a strong
foundation as we pursue our financial ambitions of achieving a US$310-350
million underlying profit (+11% CAGR at midpoint compared to 2025(7)) and a
7-10% online sales mix by 2028.
7 Excluding Singapore Food business and minority stake in Robinsons
Retail upon completion of divestment in 2025
At our inaugural Investor Day, we outlined clear strategic priorities which
include strengthening our value proposition, enhancing omnichannel
capabilities, accelerating Own Brand innovation, deepening digital
monetisation, and leveraging data to deliver better outcomes for both
customers and supplier partners.
For the full year of 2026, the Group expects organic revenue growth of
approximately 2-3%(8) and underlying profit attributable to shareholders to be
between US$270 million and US$300 million. Excluding the divestment impact of
Singapore Food and Robinsons Retail, this would represent a year-on-year
growth of 13-25%.
8 Excluding Singapore Food business
Looking into 2026 and beyond, I am confident that DFI has developed a renewed
foundation as we execute against our strategic priorities to deliver
sustained, profitable growth, drive market share gains across our formats and
generate long-term returns for our shareholders.
Scott Price
Group Chief Executive
DFI Retail Group Holdings Limited
Consolidated Profit and Loss Account
for the year ended 31 December 2025
2025 2024
Underlying Non- Total Underlying Non- Total
business trading US$m business trading US$m
performance items performance items
US$m US$m US$m US$m
Revenue (note 2) 8,868.9 - 8,868.9 8,868.9 - 8,868.9
Cost of sales (5,613.9) - (5,613.9) (5,639.8) - (5,639.8)
Other operating income 10.2 4.9 15.1 5.8 57.5 63.3
Selling and distribution costs (2,362.1) - (2,362.1) (2,375.7) - (2,375.7)
Administration and other operating expenses (534.6) (11.8) (546.4) (516.1) (201.5) (717.6)
Net operating costs (8,500.4) (6.9) (8,507.3) (8,525.8) (144.0) (8,669.8)
Operating profit (note 3) 368.5 (6.9) 361.6 343.1 (144.0) 199.1
Gain on divestment of Singapore Food business (note 8) - 124.6 124.6 - - -
Impairment charge on interests in associates (note 8) - (13.5) (13.5) - (231.3) (231.3)
Loss on divestments of associates (note 8) - (143.2) (143.2) - (114.4) (114.4)
Financing charges (136.6) - (136.6) (155.5) - (155.5)
Financing income 12.0 - 12.0 4.7 - 4.7
Net financing charges (note 4) (124.6) - (124.6) (150.8) - (150.8)
Share of results of associates and joint ventures (note 5) 87.7 4.5 92.2 42.5 42.1 84.6
Profit/(loss) before tax 331.6 (34.5) 297.1 234.8 (447.6) (212.8)
Tax (note 6) (57.9) (0.5) (58.4) (29.5) 2.9 (26.6)
Profit/(loss) after tax 273.7 (35.0) 238.7 205.3 (444.7) (239.4)
Attributable to:
Shareholders of the Company 270.3 (35.6) 234.7 200.6 (445.1) (244.5)
Non-controlling interests 3.4 0.6 4.0 4.7 0.4 5.1
273.7 (35.0) 238.7 205.3 (444.7) (239.4)
US¢ US¢
Earnings/(loss) per share (note 7)
- basic 17.41 (18.17)
- diluted 17.34 (18.17)
DFI Retail Group Holdings Limited
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
2025 2024
US$m US$m
Profit/(loss) for the year 238.7 (239.4)
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
Net exchange translation loss arising during the year (0.3) (0.3)
Remeasurements of defined benefit plans 10.2 4.6
Remeasurements of statutory employee entitlements (2.0) (1.4)
Net revaluation surplus on right-of-use assets before transfer to investment - 5.7
properties
Tax relating to items that will not be reclassified (note 6) (1.7) (0.3)
6.2 8.3
Share of other comprehensive income/(expense) of associates and joint ventures 0.8 (0.8)
7.0 7.5
Items that may be reclassified subsequently to profit or loss:
Net exchange translation differences
- net loss arising during the year (1.1) (40.4)
- transfer to profit and loss (note 8) 117.4 8.4
116.3 (32.0)
Cash flow hedges
- net (loss)/gain arising during the year (1.1) 6.6
- transfer to profit and loss (4.9) (12.9)
(6.0) (6.3)
Tax relating to items that may be reclassified (note 6) 1.2 (0.2)
Share of other comprehensive income/(expense) of associates and joint ventures
- exchange translation gain/(loss) and other arising during the year 30.6 (17.0)
- exchange translation loss transfer to profit and loss (note 8) 45.3 0.4
75.9 (16.6)
187.4 (55.1)
Other comprehensive income/(expense) for the year, net of tax 194.4 (47.6)
Total comprehensive income for the year 433.1 (287.0)
Attributable to:
Shareholders of the Company 429.5 (292.4)
Non-controlling interests 3.6 5.4
433.1 (287.0)
DFI Retail Group Holdings Limited
Consolidated Balance Sheet
at 31 December 2025
2025 2024
US$m US$m
Net operating assets
Intangible assets 132.0 137.5
Tangible assets 559.8 618.4
Right-of-use assets 2,086.1 2,542.1
Investment properties 90.4 100.8
Associates and joint ventures (note 5) 624.6 839.1
Other investments 11.7 20.3
Non-current debtors 87.6 97.9
Deferred tax assets 31.7 38.7
Pension assets 16.5 7.6
Non-current assets 3,640.4 4,402.4
Stocks 645.9 686.3
Current debtors 182.7 222.7
Current tax assets 10.2 13.3
Cash and bank balances 168.7 273.8
1,007.5 1,196.1
Assets held for sale (note 9) 4.2 1,673.5
Current assets 1,011.7 2,869.6
Current creditors (1,772.1) (2,949.8)
Current borrowings (99.2) (504.9)
Current lease liabilities (509.1) (560.4)
Current tax liabilities (40.5) (33.7)
Current provisions (42.3) (42.2)
Current liabilities (2,463.2) (4,091.0)
Net current liabilities (1,451.5) (1,221.4)
Long-term borrowings - (236.5)
Non-current lease liabilities (1,762.4) (2,202.6)
Deferred tax liabilities (13.5) (25.8)
Pension liabilities (4.5) (4.4)
Non-current creditors (10.1) (5.3)
Non-current provisions (101.9) (111.7)
Non-current liabilities (1,892.4) (2,586.3)
296.5 594.7
Total equity
Share capital 75.2 75.2
Share premium and capital reserves 83.6 75.6
Revenue and other reserves 119.3 430.6
Shareholders' funds 278.1 581.4
Non-controlling interests 18.4 13.3
296.5 594.7
DFI Retail Group Holdings Limited
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
Share Share Capital Revenue Other Attributable to shareholders of the Company Attributable to non-controlling Total
capital premium reserves reserves reserves US$m interests equity
US$m US$m US$m US$m US$m US$m US$m
2025
At 1 January 75.2 39.6 36.0 742.9 (312.3) 581.4 13.3 594.7
Total comprehensive income - - - 243.3 186.2 429.5 3.6 433.1
Dividends paid by the Company (note 10) - - - (738.9) - (738.9) - (738.9)
Dividends paid to non-controlling interests - - - - - - (0.5) (0.5)
Unclaimed dividends forfeited - - - 0.8 - 0.8 - 0.8
Share-based long-term incentive plans - - 15.1 - - 15.1 - 15.1
Repurchase of shares for a share-based long-term incentive plan - - - (14.6) - (14.6) - (14.6)
Capital contribution from non-controlling interests - - - - - - 0.7 0.7
Untraceable shares - - - 4.5 - 4.5 - 4.5
New subsidiary (note 11(a)) - - - - - - 1.3 1.3
Change in interests in associates and joint ventures - - - 0.3 - 0.3 - 0.3
Transfer - - (7.1) 14.1 (7.0) - - -
At 31 December 75.2 39.6 44.0 252.4 (133.1) 278.1 18.4 296.5
2024
At 1 January 75.2 39.6 33.2 1,088.3 (256.1) 980.2 7.9 988.1
Total comprehensive income - - - (241.0) (51.4) (292.4) 5.4 (287.0)
Dividends paid by the Company (note 10) - - - (114.3) - (114.3) - (114.3)
Unclaimed dividends forfeited - - - 0.1 - 0.1 - 0.1
Share-based long-term incentive plans - - 11.1 - - 11.1 - 11.1
Repurchase of shares for a share-based long-term incentive plan - - - (2.7) - (2.7) - (2.7)
Change in interests in associates and joint ventures - - - (0.6) - (0.6) - (0.6)
Transfer - - (8.3) 13.1 (4.8) - - -
At 31 December 75.2 39.6 36.0 742.9 (312.3) 581.4 13.3 594.7
Other reserves at 31 December 2025 comprised hedging reserves of US$0.9
million (2024: US$5.6 million), revaluation reserves of US$91.8 million (2024:
US$98.8 million) and exchange reserves of US$225.8 million loss (2024:
US$416.7 million loss).
DFI Retail Group Holdings Limited
Consolidated Cash Flow Statement
for the year ended 31 December 2025
2025 2024
US$m US$m
Operating activities
Operating profit (note 3) 361.6 199.1
Depreciation and amortisation 839.4 837.4
Other non-cash items 57.2 163.7
Increase in working capital (34.5) (79.1)
Interest received 12.2 4.8
Interest and other financing charges paid (136.7) (153.9)
Tax paid (48.4) (50.7)
1,050.8 921.3
Dividends from associates and joint ventures 48.4 51.6
Cash flows from operating activities 1,099.2 972.9
Investing activities
Reclassification of a joint venture as a subsidiary (note 11(a)) 6.1 -
Purchase of associates and joint ventures (note 11(b)) - (6.4)
Purchase of other investments (note 11(c)) - (46.5)
Purchase of intangible assets (35.7) (19.7)
Purchase of tangible assets (113.1) (153.3)
Sale of subsidiaries (note 11(d)) 67.2 94.1
Sale of associates and joint ventures (note 11(e)) 897.0 40.2
Sale of other investments (note 11(f)) 11.3 0.2
Sale of supermarkets in Indonesia (note 11(g)) - 7.3
Sale of properties (note 11(h)) 15.3 18.9
Sale of other tangible assets 1.1 1.6
Cash flows from investing activities 849.2 (63.6)
Financing activities
Sale of untraceable shares (note 11(i)) 4.5 -
Capital contribution from non-controlling interests 0.7 -
Repurchase of shares for a share-based long-term incentive plan (note 11(j)) (14.6) (2.7)
Drawdown of borrowings 732.3 1,490.0
Repayment of borrowings (1,206.7) (1,617.1)
Net decrease in other short-term borrowings (168.7) (44.6)
Principal elements of lease payments (668.9) (641.7)
Dividends paid by the Company (note 10) (738.9) (114.3)
Dividends paid to non-controlling interests (0.5) -
Cash flows from financing activities (2,060.8) (930.4)
Net decrease in cash and cash equivalents (112.4) (21.1)
Cash and cash equivalents at 1 January 273.8 298.2
Effect of exchange rate changes 5.8 (3.3)
Cash and cash equivalents at 31 December (note 11(k)) 167.2 273.8
DFI Retail Group Holdings Limited
Notes
1. Accounting Policies and Basis of Preparation
The financial information contained in this announcement has been based on the
audited results for the year ended 31 December 2025 which have been prepared
in conformity with International Financial Reporting Standards (IFRS
Accounting Standards), including International Accounting Standards (IAS) and
Interpretations as issued by the International Accounting Standards Board
(IASB).
There are no amendments, which are effective in 2025 and relevant to the
Group's operations, that have a significant impact on the Group's results,
financial position and accounting policies.
The Group has not early adopted any standards, interpretations or amendments
that have been issued but not yet effective.
The Group's reportable segments are identified on the basis of internal
reports about components of the Group that are regularly reviewed by the
Executive Directors of the Company for the purpose of resource allocation and
performance assessment. DFI Retail Group operates various divisions: Health
and Beauty, Convenience, Food, Home Furnishings, Restaurants and Other
Retailing. Health and Beauty represents the health and beauty businesses.
Convenience is the Group's 7-Eleven businesses. Food comprises the grocery
retail businesses (including Robinsons Retail operating in the Philippines and
Yonghui operating on the Chinese mainland up to their respective dates of
divestment). Home Furnishings is the Group's IKEA businesses. Restaurants is
the Group's associate, Maxim's, one of Asia's leading food and beverage
companies. Other Retailing represents the department stores, specialty and
Do-It-Yourself (DIY) stores of Robinsons Retail.
The Group's reportable segments are set out in notes 2, 3 and 5.
2. Revenue
2025 2024
US$m US$m
Sales of goods
Analysis by reportable segments:
Health and Beauty 2,622.9 2,457.3
Convenience 2,342.0 2,378.8
Food 3,040.0 3,130.6
Home Furnishings 676.8 701.2
8,681.7 8,667.9
Revenue from other sources 187.2 201.0
8,868.9 8,868.9
The Group's revenue is further analysed as follows:
2025 2024
US$m US$m
From contracts with customers:
Recognised at a point in time 8,854.2 8,853.1
Recognised over time 11.9 12.6
8,866.1 8,865.7
Other:
Rental income from investment properties 2.8 3.2
8,868.9 8,868.9
Analysis by geographical areas:
North Asia 6,441.5 6,489.8
Southeast Asia 2,427.4 2,379.1
8,868.9 8,868.9
The Group's geographical areas covering North Asia and Southeast Asia, are
determined by the geographical location of customers. North Asia comprises the
Chinese mainland, Hong Kong, Macau and Taiwan. Southeast Asia comprises
Brunei, Cambodia, Indonesia, Malaysia, Singapore and Vietnam.
3. Operating Profit
2025 2024
US$m US$m
Analysis by reportable segments(#):
Health and Beauty 227.7 210.8
Convenience 96.7 102.3
Food 61.5 57.8
Home Furnishings 25.9 16.1
411.8 387.0
Selling, general and administrative expenses (142.7) (138.7)
Underlying operating profit before IFRS 16(+) 269.1 248.3
IFRS 16 adjustment(‡) 99.4 94.8
Underlying operating profit 368.5 343.1
Non-trading items (note 8):
- business restructuring costs (4.8) (21.6)
- gain on sale of subsidiaries 1.0 8.8
- loss on reclassification of a joint venture as a subsidiary (0.9) -
- gain on sale of joint ventures - 43.6
- profit on sale of supermarkets in Indonesia - 1.4
- profit on sale of properties 1.2 3.7
- impairment of intangible assets - (133.4)
- impairment of properties - (0.2)
- change in fair value of investment properties (6.1) (13.6)
- change in fair value of equity and debt investments 2.7 (32.7)
361.6 199.1
# Underlying operating profit is calculated as revenue less underlying net
operating costs. Underlying net operating costs before selling, general and
administrative expenses and the IFRS 16 adjustment amounted to US$8,457.1
million (2024: US$8,481.9 million). These costs were attributable to Health
and Beauty US$2,430.3 million (2024: US$2,281.8 million); Convenience
US$2,312.5 million (2024: US$2,346.1 million); Food US$3,035.4 million (2024:
US$3,139.6 million); and Home Furnishings US$678.9 million (2024: US$714.4
million).
+ This measure of profit and loss is regularly provided to management.
Property lease payments and depreciation of reinstatement costs under the
lease contracts were included in the Group's analysis of reportable segments'
results.
(‡) Represented the reversal of lease payments which were accounted for on
a straight-line basis, adjusted by the lease contracts recognised under IFRS
16 'Leases', primarily for the depreciation charge and impairment charge on
right-of-use assets.
4. Net Financing Charges
2025 2024
US$m US$m
Interest expense
- bank loans and advances (16.9) (35.5)
- lease liabilities (113.6) (113.5)
- discounted liability on provisions (0.9) (1.0)
(131.4) (150.0)
Commitment and other fees (5.2) (5.5)
Financing charges (136.6) (155.5)
Financing income 12.0 4.7
(124.6) (150.8)
5. Associates and Joint Ventures
Share of results of associates and joint ventures
Set out below is an analysis of the Group's share of results of associates and
joint ventures by reportable segments:
2025 * 2024 *
US$m US$m
Health and Beauty 5.0 5.9
\
Food 15.0 11.4
Restaurants 69.8 63.9
Other Retailing 2.4 3.4
92.2 84.6
Share of results of associates and joint ventures included the following net
gain from non-trading items (note 8):
2025 * 2024 *
US$m US$m
Change in fair value of Maxim's investment property (1.4) (1.7)
Change in fair value of Yonghui's investment property - (0.7)
Change in fair value of Robinsons Retail's equity investments 5.8 34.4
Change in fair value of Yonghui's equity investments - (8.0)
Restructuring costs by Maxim's (0.5) -
Gain from sale of an associate by Robinsons Retail - 16.5
Gain from partial sale of an investment by Yonghui - 1.6
Net gain from reclassification of associates and joint ventures' other 0.6 -
comprehensive income items upon discontinuation of equity accounting
4.5 42.1
* In 2025, this included eight months results for Robinsons Retail from 1
October 2024 to 30 May 2025, the date of disposal. In 2024, it included 12
months results for both Yonghui and Robinsons Retail from 1 October 2023 to 30
September 2024, based on their latest published announcements.
The share of results from Robinsons Retail from 1 October 2024 to 30 May 2025
was US$23.6 million which comprised share of underlying results and share of
non-trading results amounted to US$17.3 million and US$6.3 million,
respectively.
Results are shown after tax and non-controlling interests in the associates
and joint ventures.
In 2024, Robinsons Retail disposed of its interest in an associate, Robinsons
Bank Corporation (RBC) through a merger between RBC and Bank of the Philippine
Islands (BPI), Robinsons Retail's equity investment. Upon the completion of
merger, Robinsons Retail directly and indirectly owned approximately 6.5%
interest of BPI. The Group shared a gain of US$16.5 million on this
transaction.
The fair value change of Robinsons Retail's equity investments in 2025 and
2024 largely represented the fair value change of BPI.
Interests in associates and joint ventures
Movements in the interests in associates and joint ventures are as follows:
2025 2024
US$m US$m
At 1 January 839.1 1,793.7
Exchange differences 28.0 (6.7)
Share of results after tax and non-controlling interests 92.2 84.6
Share of other comprehensive income after tax and non-controlling interests 2.2 0.5
Dividends received (48.4) (51.6)
Capital injections - 6.4
Disposals (258.1) 3.0
Impairment charge (13.5) (231.3)
Reclassified to assets held for sale (note 9) - (758.9)
Reclassified a joint venture as a subsidiary (note 11(a)) (3.0) -
Other movements in attributable interests (13.9) (0.6)
At 31 December 624.6 839.1
Disposals in 2025 represented the carrying value of the Group's interest in
Robinsons Retail at the date of disposal. In May 2025, the Group completed the
disposal of its entire interest in Robinsons Retail, which operated
multi-format retail business in the Philippines, to its controlling
shareholder. As a result, the equity basis of accounting for Robinsons Retail
was discontinued after May 2025. Including a cumulative translation loss of
US$37.6 million, the Group recognised a loss of US$15.0 million on the
divestment of Robinson Retail during the year (note 8).
6. Tax
2025 2024
US$m US$m
Tax charged to profit and loss is analysed as follows:
Current tax (57.6) (46.9)
Deferred tax (0.8) 20.3
(58.4) (26.6)
Tax relating to components of other comprehensive income is analysed as
follows:
Remeasurements of defined benefit plans (2.0) (0.5)
Remeasurements of statutory employee entitlements 0.3 0.2
Cash flow hedges 1.2 (0.2)
(0.5) (0.5)
Tax on profits has been calculated at rates of taxation prevailing in the
territories in which the Group operates.
Share of tax charge of associates and joint ventures of US$26.1 million (2024:
US$26.0 million) is included in share of results of associates and joint
ventures.
The Group is within the scope of the OECD Pillar Two model rules, and has
applied the exception to recognising and disclosing information about deferred
tax assets and liabilities relating to Pillar Two income taxes.
Pillar Two legislation has been enacted in most jurisdictions in which the
Group operates. The Group is in scope of the enacted legislation and has
performed an assessment of the Group's potential exposure to Pillar Two income
taxes.
The assessment of the potential exposure to Pillar Two income taxes is based
on the latest financial information for the year ended 31 December 2025 of the
constituent entities in the Group. Based on the assessment, the effective tax
rates in most of the jurisdictions in which the Group operate are above 15%.
The income tax expense related to Pillar Two income taxes in the relevant
jurisdiction is assessed to be immaterial.
7. Earnings/(Loss) per Share
Basic earnings/(loss) per share are calculated on profit attributable to
shareholders of US$234.7 million (2024: loss of US$244.5 million), and on the
weighted average number of 1,347.9 million (2024: 1,345.3 million) shares in
issue during the year.
Diluted earnings/(loss) per share are calculated on profit attributable to
shareholders of US$234.7 million (2024: loss of US$244.5 million), and on the
weighted average number of 1,353.7 million shares in issue after adjusting for
5.8 million shares which were deemed to be granted for no consideration under
the share-based long-term incentive plans during the year (2024: 1,345.3
million shares in issue).
The weighted average number of shares is arrived at as follows:
Ordinary shares
in millions
2025 2024
Weighted average number of shares in issue 1,353.7 1,353.7
Shares held by a subsidiary of the Group under a share-based long-term (5.8) (8.4)
incentive plan
Weighted average number of shares for basic earnings per share calculation 1,347.9 1,345.3
Adjustment for shares deemed to be issued or granted for no consideration 5.8 8.4*
under the share-based long-term incentive plans
Weighted average number of shares for diluted earnings per share calculation 1,353.7 1,353.7
* Applicable for calculating diluted earnings per share for underlying
profit attributable to shareholders only.
Additional basic and diluted earnings/(loss) per share are also calculated
based on underlying profit attributable to shareholders. A reconciliation of
earnings is set out below:
2025 2024
US$m Basic earnings per share Diluted earnings per share US$m Basic (loss)/ earnings per share Diluted (loss)/ earnings per share
US¢ US¢ US¢ US¢
Profit/(loss) attributable to shareholders 234.7 17.41 17.34 (244.5) (18.17) (18.17)
Non-trading items (note 8) 35.6 445.1
Underlying profit attributable to shareholders 270.3 20.05 19.97 200.6 14.91 14.82
8. Non-trading Items
Non-trading items are separately identified to provide greater understanding
of underlying performance from continuing businesses. The Group presents the
Profit and Loss account in columnar format with analysis of underlying
business performance and items outside of the underlying business performance
(Non-trading items). The Group considers the following as non-trading items:
· Items that are unrealised valuation changes, infrequent or one-off in
nature. Such items include fair value gains or losses on revaluation of
investment properties, and equity and debt investments which are measured at
fair value through profit and loss; gains and losses arising from the sale of
businesses, investments and properties; impairment of non-depreciable
intangible assets, properties, associates and joint ventures and other
investments; provisions for the restructuring or closure of businesses;
acquisition-related costs in business combinations; and other credits and
charges of a nonrecurring nature, that require inclusion in order to provide
additional insight into underlying business performance.
· Results of non-strategic businesses. This relates to the profit or loss
of business not aligned with the Group's strategy and where there is an
explicit and announced intention to exit or wind-down the business.
An analysis of non-trading items in operating profit and profit/(loss)
attributable to shareholders is set out below:
Operating profit Profit/(loss) attributable
to shareholders
2025 2024 2025 2024
US$m US$m US$m US$m
Business restructuring costs (4.8) (21.6) (5.6) (20.5)
Gain on sale of subsidiaries 1.0 8.8 1.0 10.7
Loss on reclassification of a joint venture as a subsidiary (0.9) - (0.9) -
Gain on sale of joint ventures - 43.6 - 43.6
Profit on sale of supermarkets in Indonesia - 1.4 - 1.2
Profit on sale of properties (note 11(h)) 1.2 3.7 1.1 3.3
Impairment of intangible assets - (133.4) - (133.4)
Impairment of properties - (0.2) - (0.2)
Change in fair value of investment properties (6.1) (13.6) (6.2) (13.5)
Change in fair value of equity and debt investments 2.7 (32.7) 2.7 (32.7)
Gain on divestment of Singapore Food business - - 124.5 -
Impairment charge on interests in associates - - (13.5) (231.3)
Loss on divestments of associates - - (143.2) (114.4)
Share of change in fair value of Maxim's - - (1.4) (1.7)
investment property
Share of change in fair value of Yonghui's - - - (0.7)
investment property
Share of change in fair value of Robinsons Retail's equity investments (note - - 5.8 34.4
5)
Share of change in fair value of Yonghui's - - - (8.0)
equity investments
Share of restructuring costs by Maxim's - - (0.5) -
Share of gain from sale of an associate by - - - 16.5
Robinsons Retail (note 5)
Share of gain from partial sale of - - - 1.6
an investment by Yonghui
Net gain from reclassification of associates and joint ventures' other - - 0.6 -
comprehensive income items upon discontinuation of equity accounting
(6.9) (144.0) (35.6) (445.1)
The Group continues to review and restructure its operation formats and
organisational structure to align with its strategic framework. Accordingly,
restructuring costs primarily comprising employee costs of US$11.0 million
(2024: US$17.0 million) and business closure costs of US$0.9 million (2024:
US$6.2 million) were charged to profit and loss. In addition, within the
restructuring costs for 2025, the Group recognised a release of an
overprovision of US$5.3 million relating to the restructuring undertaken in
the prior years for its Southeast Asia Food business.
In March 2025, the Group entered into an agreement with a third party to
divest its Singapore Food business. The transaction was completed in December
2025. The Group disposed of its 100% shareholding in Cold Storage Singapore
(1983) Pte Limited (Cold Storage Singapore), and recorded a gain on sale of a
subsidiary of US$123.3 million, which included a cumulative exchange
translation gain of US$3.6 million. Together with other associated gains, the
Group recorded a total gain of US$124.6 million in respect of the divestment
during the year.
Following the impairment review performed by the management, the Group fully
impaired the carrying value of its investment in Minden International Pte. Ltd
(Minden), an associate operating a customer loyalty programme in Singapore,
during the year. In 2024, there was an impairment charge on the Group's
interest in Robinsons Retail.
In 2025, the Group recorded a loss on divestments of associates arising from
the disposals of its 21.44% interest in Yonghui and its 22.22% interest in
Robinsons Retail, amounting to US$128.2 million (note 9) and US$15.0 million
(note 5), respectively. The losses on divestments of Yonghui and Robinsons
Retail included cumulative translation losses of US$127.8 million and US$37.6
million, respectively. Combined with cumulative exchange translation gain of
US$3.6 million from the divestment of Singapore Food business and US$0.9
million loss from the reclassification of Pan Asia Trading and Investment One
Member Company Limited (PATI) as a subsidiary (note 11(a)), the Group
reclassified a total cumulative exchange translation loss of US$162.7 million
from other comprehensive income to profit and loss during the year. The loss
on divestments of associates in 2024 related to the Group's divestment of
Yonghui (note 9).
In 2024, the impairment of intangible assets associated with the Group's
goodwill relating to the San Miu business in Macau and Lucky business in
Cambodia amounted to a total of US$133.4 million.
Gain on sale of subsidiaries in 2024 related to the Group's disposals of its
wholly-owned subsidiaries, Jelita Property Pte Ltd (Jelita Property), a
property holding company in Singapore and DFI Properties Taiwan Limited (DFI
Properties), a property holding company in Taiwan with a gain of US$14.4
million and a loss of US$5.6 million, respectively. Following the disposals,
the Group immediately leased back certain portions of the tangible and
right-of-use assets from Jelita Property and DFI Properties.
Gain on sale of joint ventures in 2024 comprised a gain of US$44.1 million on
sale of 41.5% interest in Retail Technology Asia Limited (RTA) to a joint
venture partner, and a loss of US$0.5 million on sale of the Group's interest
in All Guardian Company Limited (All Guardian), a health and beauty joint
venture in Thailand. The Group had no interest in these joint ventures upon
the completion of the transactions.
In 2024, the Group also disposed of its supermarkets in Indonesia with the
assets and liabilities supporting the business sold at a profit of US$1.4
million.
9. Assets Held for Sale
The major classes of assets held for sale are set out below:
2025 2024
US$m US$m
Tangible and right-of-use assets 4.2 3.7
Investment properties - 7.7
Interest in an associate - 1,662.1
4.2 1,673.5
Tangible and right-of-use assets
At 31 December 2025, the tangible and right-of-use assets held for sale
represented a property in Indonesia. This property was sold at a profit of
approximately US$2.8 million in January 2026.
At 31 December 2024, the right-of-use assets held for sale represented a
property in Indonesia. This property was sold at a profit of US$2.1 million
during the year.
Investment properties
The investment properties held for sale at 31 December 2024 were sold at a
loss of US$0.4 million during the year.
Interest in an associate
In February 2025, the Group completed the disposal of its 21.44% interest in
Yonghui. As of 31 December 2024, this interest was classified under held for
sale and carried at fair value on the consolidated balance sheet.
Movements in the interest in Yonghui are as follows:
2025 2024
US$m US$m
At 1 January 1,662.1 -
Reclassified from associates and joint ventures (note 5) - 758.9
Impairment charge - (149.3)
Change in fair value - 1,081.8
Disposal (1,664.0) -
Exchange differences 1.9 (29.3)
At 31 December - 1,662.1
In 2024, the Group entered into a share transfer agreement (the Agreement)
with a third party for the disposal of its entire interest in Yonghui. On
entering the Agreement, management considered the divestment was highly
probable within one year, and accordingly, the interest in Yonghui was
reclassified to assets held for sale, and the equity basis of accounting for
this investment was discontinued in September 2024. An impairment charge of
US$149.3 million was recognised to reduce the US$758.9 million carrying value
of Yonghui to its fair value less costs to sell.
As part of its financial risk management strategy, the Group designated the
Agreement, representing a forward contract, as the hedge instrument to
mitigate the changes in fair value of the shares associated with its interest
in Yonghui, the hedged asset. As a result, fair value hedge accounting was
applied, with changes in the fair values of both the forward contract and the
Group's interest in Yonghui recognised in profit and loss.
At 31 December 2024, Yonghui's share price indicated a fair value gain of
US$1,081.8 million on the Yonghui interest classified under held for sale.
Simultaneously, a corresponding fair value loss of US$1,050.7 million was
recorded on the forward contract.
In December 2024, forward foreign exchange contracts were secured to mitigate
the potential losses from the Chinese yuan versus the United States dollar. At
31 December 2024, a total fair value gain of US$7.8 million arose from the
forward foreign exchange contracts was credited to profit and loss.
On completion of the divestment in 2025, the assets classified as held for
sale and related liabilities pertaining to the fair value of the forward
contract used to hedge the changes in fair value of the shares associated with
Yonghui as at 31 December 2024, were settled. The Group recognised a total
loss of US$128.2 million which included the impact of the forward foreign
exchange contracts entered into for this divestment and a cumulative exchange
translation loss of US$127.8 million reclassified from other comprehensive
income to profit and loss upon disposal.
Together with the loss of US$114.4 million charged to profit and loss in 2024,
the Group had recognised a total loss of US$242.6 million relating to the
divestment of Yonghui.
The loss relating to divestment of Yonghui for the years ended 31 December
2025 and 2024 is summarised as below:
2025 2024
US$m US$m
Loss on divestment of Yonghui (123.1) -
Impairment charge upon reclassification to assets held for sale - (149.3)
Fair value gain on interest in Yonghui - 1,081.8
Fair value loss on a forward contract - (1,050.7)
Fair value (loss)/gain on forward foreign exchange contracts (7.8) 7.8
Transaction costs reversed/(provided) 2.7 (4.0)
Loss relating to the divestment (note 8) (128.2) (114.4)
Additional information on the impact to the consolidated balance sheet
relating to the divestment of interest in Yonghui at 31 December 2024 is also
set out below:
US$m
Current debtors 7.8
Assets held for sale 1,662.1
Current creditors (1,053.4)
616.5
10. Dividends
2025 2024
US$m US$m
Final dividend in respect of 2024 of US¢7.00 (2023: US¢5.00) per share 94.8 67.7
Interim dividend in respect of 2025 of US¢3.50 (2024: US¢3.50) per share 47.4 47.4
Special dividend of US¢44.30 per share 599.7 -
741.9 115.1
Dividends on shares held by a subsidiary of the Group under a share-based (3.0) (0.8)
long-term incentive plan
738.9 114.3
A final dividend in respect of 2025 of US¢10.50 (2024: US¢7.00) per share
amounting to a total of US$142.1 million (2024: US$94.8 million) is proposed
by the Board. The dividend proposed will not be accounted for until it has
been approved at the 2026 Annual General Meeting and will be accounted for as
an appropriation of revenue reserves in the year ending 31 December 2026.
11. Notes to Consolidated Cash Flow Statement
(a) Reclassification of a joint venture as a subsidiary
During the year, management reassessed the classification of its investment in
PATI, which operates health and beauty stores in Vietnam, in accordance with
the terms of the agreement. As a result, PATI has been reclassified as a
subsidiary of the Group. A loss of US$0.9 million, attributable to cumulative
translation differences, was recognised in profit and loss (note 8).
The net cash inflow of US$6.1 million arising from the reclassification of a
joint venture as a subsidiary represented the cash and cash equivalents held
by PATI at the date of reclassification.
(b) Purchase of associates and joint ventures in 2024 related to the
Group's capital injections of US$4.5 million to Minden and US$1.9 million to
PATI.
(c) Purchase of other investments in 2024 related to the Group's
subscription of equity shares in Dmall Inc. (Dmall), amounted to US$39.6
million and the Group's investment in Tecsa Limited, a company founded in the
United Kingdom, providing customer data and loyalty analytics consultancy
services, for US$6.9 million.
(d) Sale of subsidiaries
2025 2024
US$m US$m
Non-current assets 450.3 79.3
Current assets 85.8 42.9
Current liabilities (133.5) (19.8)
Non-current liabilities (396.5) (35.3)
Net assets disposed of 6.1 67.1
Cumulative exchange translation (gain)/loss (3.6) 8.4
Net gain on disposals 124.3 8.8
Total consideration 126.8 84.3
Deferred gain on sale and leaseback of properties - 11.6
Non-cash items:
- consideration settled (47.8) -
- consideration receivables (7.5) -
- transaction costs payable 17.4 2.0
(37.9) 2.0
Cash and cash equivalents of the subsidiaries disposed of (21.7) (3.8)
Net cash inflows 67.2 94.1
In December 2025, the Group completed the sale of its 100% interest in Cold
Storage Singapore to a third party (note 8). The net cash inflows for the sale
of subsidiaries in 2025 mainly related to the net proceeds of US$66.5 million
from this disposal. Included within the consideration, an amount of US$47.8
million represented a loan payable by the Group to Cold Storage Singapore on
the date of disposal. This loan was subsequently settled via an offset against
the consideration received by the Group on the disposal.
The revenue and profit after tax in respect of the subsidiary disposed of
during the year amounted to US$1,410.0 million and US$12.6 million,
respectively.
In 2024, the Group disposed of its 100% interest in DFI Properties and Jelita
Property for net cash inflows of US$57.4 million and US$36.7 million,
respectively (note 8).
(e) Sale of associates and joint ventures in 2025 represented the net cash
inflows from the Group's disposals of its entire interests in Yonghui and
Robinsons Retail, amounting to US$616.4 million and US$280.6 million,
respectively. A total loss on divestments of Yonghui and Robinsons Retail
amounting to US$143.2 million (note 8) was recorded.
Sale in 2024 mainly related to the proceeds from the Group's disposal of 41.5%
interest in RTA amounted to US$38.9 million and its interest in All Guardian
amounted to US$2.2 million.
(f) Sale of other investments in 2025 mainly related to the net cash
proceeds from the Group's sale of equity shares in Dmall.
(g) Sale of supermarkets in Indonesia in 2024 represented the net proceeds
from the Group's disposal of its supermarket business amounting to US$7.3
million. Assets, mainly in respect of tangible assets and inventories, and
liabilities supporting the business were sold at a profit of US$1.4 million
(note 8).
(h) Sale of properties in 2025 related to the disposal of five properties
in Indonesia for a total cash consideration of US$15.3 million, and a profit
on sale of properties amounted to US$1.2 million (note 8) was recognised.
Sale of properties in 2024 related to disposal of four properties in Indonesia
for a total cash consideration of US$18.9 million, and a profit on sale of
properties amounted to US$3.7 million (note 8) was recognised.
(i) Sale of untraceable shares related to the net proceeds from the
Group's sale of untraceable shares during the year.
(j) Repurchase of shares for a share-based long-term incentive plan in
2025 related to the repurchase of 4,149,575 ordinary shares by a subsidiary of
the Group for a total consideration of US$14.6 million. In 2024, 1,432,716
ordinary shares were repurchased for US$2.7 million.
(k) Analysis of balances of cash and cash equivalents
2025 2024
US$m US$m
Cash and bank balances 168.7 273.8
Deposits with original maturities over three months (1.5) -
Cash and cash equivalents 167.2 273.8
12. Capital Commitments and Contingent Liabilities
Total capital commitments at 31 December 2025 amounted to US$111.3 million
(2024: US$44.6 million).
Various Group companies are involved in litigation arising in the ordinary
course of their respective businesses. Having reviewed the outstanding claims
and taking into account legal advice received, the Directors are of the
opinion that adequate provisions have been made.
13. Related Party Transactions
The parent company of the Group is Jardine Strategic Limited and the ultimate
parent company is Jardine Matheson Holdings Limited (JMH). Both companies are
incorporated in Bermuda.
In the normal course of business, the Group undertakes a variety of
transactions with certain subsidiaries, associates and joint ventures of JMH
(Jardine Matheson group), and its associates and joint ventures. The more
significant of such transactions are described below.
2025 2024
US$m US$m
Management services provided by Jardine Matheson Limited (JML)
- management consultancy services 1.2 0.4
- directors' fees and other fees 0.3 0.3
Property, purchases and other services provided by Jardine Matheson group
- lease payments 2.6 3.0
- motor vehicles 1.6 1.5
- accounting, and repairs and maintenance services 10.4 8.2
Purchases and services received from the Group's associates and joint ventures
- ready-to-eat products 41.6 45.6
- point-of-sale system implementation and consultancy services - 19.5
- customer loyalty programme launched in Singapore 4.7 4.7
The management fees paid to JML, a wholly-owned subsidiary of JMH, are under
the terms of a Management Services Agreement.
In 2024, the fees relating to the point-of-sale system implementation and
consultancy services paid to RTA group represented the amounts paid before the
Group's divestment of RTA.
There were no other related party transactions that might be considered to
have a material effect on the financial position or performance of the Group
that were entered into or changed during the year.
Amounts of outstanding balances with associates are included in debtors or
creditors, as appropriate.
DFI Retail Group Holdings Limited
Principal Risks and Uncertainties
The following are the principal risks and uncertainties facing the Company as
required to be disclosed pursuant to the Disclosure Guidance and Transparency
Rules issued by the Financial Conduct Authority in the United Kingdom and are
in addition to the matters referred to in the Chairman's Statement, Group
Chief Executive's Review and other parts of the Company's 2025 Annual Report
(the Report).
Competition and Changing Customer Behaviour
The Asia regional retail sector faces rapid transformation driven by improved
transport links with neighbouring markets, aggressive domestic players and
expanding e-commerce platforms, creating market fragmentation and intensifying
competition. The Group's position is challenged in the digital arena and
competitors' adoption of advanced technologies like AI to enhance engagement
and efficiency.
Shifting demographics and evolving tourism trends are reshaping purchasing
patterns, with visitors favouring local experiences over luxury retail.
Generational differences in expectations further heighten the need for
adaptation. Failure to align products, services and strategies with these
changing behaviours risks eroding relevance and competitiveness in a
fast-evolving retail landscape.
Mitigation Measures
· Maintain strict cost control, enforce disciplined investment and return
strategies, and ensure tight management of inventory and cash flow.
· Target key customer segments and missions, refine product assortment
through comprehensive category reviews, and modernise store formats to enhance
customer experience.
· Expand retail media and data monetisation initiatives, broaden product
categories aligned with brand positioning, and accelerate development of
digital channels.
· Reassess strategic plans with a focus on reprioritising capital
expenditure (CAPEX) to support long-term growth.
· Enhance digital touchpoints by improving assortment, shopping
convenience, payment options and return processes.
· Optimise channel selection and determine the appropriate balance
between partnerships and self-operated models to maintain competitiveness.
· Differentiate between current and emerging customer personas to tailor
offerings effectively.
· Align brand positioning, assortment and channel strategies with
evolving consumer expectations, including sustainability.
· Pilot innovative store formats tailored to the needs of future customer
segments.
IT System, Cybersecurity and Data Protection
DFI relies on a complex and evolving technology ecosystem that supports daily
operations and strategic growth, including legacy systems, SaaS platforms,
e‑commerce and omnichannel services, loyalty programmes, in‑store digital
tools, distribution centres and employee experience initiatives. While this
deep technology integration is critical to business performance, it also
increases DFI's exposure to cyber threats. Cyber incidents could compromise
data confidentiality, disrupt critical systems such as inventory management
and customer‑facing platforms, reduce product availability and adversely
affect customer trust and experience.
DFI's retail operations and critical services also depends on third‑party
vendors. Risks may arise from vulnerabilities introduced through vendor
systems, whether due to control weaknesses, service disruptions or unintended
incidents. These exposures could affect operational continuity, system
availability and data integrity.
Rapid technological evolution increases the risk that parts of DFI's
technology applications and infrastructure may become aged or obsolete, giving
rise to inherent operational and resilience risks until such systems are
replaced or modernised.
Reliable network performance is essential to support trading operations,
customer interactions and employee productivity. Ongoing challenges affecting
network stability could disrupt business operations if not effectively
managed.
Mitigation Measures
· Maintain appropriate controls supported by a structured roadmap to
address key technology risks and implement a continuous improvement program
leveraging industry best practices to strengthen security and resilience.
· Deploy comprehensive IT prevention, detection, response and resilience
measures and conduct continuous cybersecurity awareness training.
· Perform rigorous vendor assessments, enforce contractual safeguards to
ensure compliance and security and diversify third-party providers to reduce
dependency and enhance operational resilience.
· Maintain redundancy and contingency planning for critical third-party
systems and legacy system, including Disaster Recovery Plan (DRP)
preparedness.
· Implement proactive monitoring, capacity management, performance
reviews and regular system maintenance.
Geopolitical and Macro-Economic
Ongoing geopolitical tensions may disrupt supply chains, shipping routes and
pricing, while political uncertainty could affect investments and growth.
Global economic slowdowns, tight credit conditions, currency volatility and
rising financing costs may weaken consumer confidence and demand. Inflationary
pressures from supply constraints and energy price fluctuations could increase
costs and reduce purchasing power, impacting profitability.
Additionally, evolving regulations - such as foreign ownership limits, ESG
reporting and e-commerce requirements - may impose compliance burdens and
necessitate operational adjustments. The Group must remain agile to mitigate
these risks and safeguard its competitive position.
Mitigation Measures
· Diversification of country of origin of imports.
· Monitor the volatile macroeconomic environment and incorporates
economic considerations into its strategic and financial planning processes.
· Strengthen loyalty programs and continued investment in omnichannel
capabilities to deliver a seamless shopping experience.
· Focus on essential product categories and its own brands, where greater
control over pricing and assortment can be exercised.
· Implement cost optimisation projects which include increasing direct
sourcing, renegotiating supplier terms, reviewing pricing strategies and
closely monitoring competitor pricing, to improve productivity and reduce
expenses.
· Invest in sustainability and sustainable practices and proactive
engagement with government bodies to anticipate and prepare for regulatory
changes ahead of implementation, ensuring compliance and operational
continuity.
Supply Chain Management
The Group faces global and local supply chain disruptions that may affect
product availability at distribution centres and retail stores, impacting
customer service and market performance. These risks are intensified by
geopolitical tensions, transportation bottlenecks and border delays, which can
also lead to manpower shortages.
Upstream vulnerabilities include supplier incidents such as facility
breakdowns, fires, power outages, labour strikes and transport issues.
Capacity constraints or infrastructure failures at distribution centres may
further increase delays and costs.
Ethical sourcing remains critical, as engaging non-compliant suppliers on
sustainability or labour standards exposes the Group to reputational damage,
regulatory breaches and legal consequences. Proactive supplier oversight and
robust risk management are essential to maintain operational resilience and
protect brand integrity.
Mitigation Measures
· Established cross-functional crisis management task force to ensure
product availability and business continuity.
· Coordinated with government bodies to maintain supply chain
effectiveness and regulatory compliance.
· Maintain workforce continuity by assessing headcount across work
locations, defining barebone structures, review resource allocation and
propose incentives.
· Implemented supplier ethical pre-qualification and delisting protocols
to ensure compliance with sustainability and labour standards.
· Conducted risk assessments and ongoing tailored monitoring for factory
operations to mitigate ethical sourcing risks.
Product, Food and Health & Safety
The Group faces key risks related to product quality, regulatory compliance,
and food safety, driven by evolving regulations, differences in supplier
capability and operational pressures from range expansion. These factors
increase the likelihood of regulatory breaches, compromised standards, and
reputational damage that may affect customer trust and sales. Additional risks
stem from food fraud, limited regulatory support in smaller markets, and
growing global requirements for Extended Producer Responsibility (EPR), which
introduce complexity in packaging data, recycling processes and levy
compliance.
Health and safety risks arise from regulatory changes, gaps in hygiene and
handling practices, and the introduction of new in-store food offerings.
Further vulnerabilities include equipment performance issues, inconsistent
supplier compliance, and weaknesses in operational controls, all of which
elevate the risk of injuries, reputational harm, and operational
inefficiencies.
Mitigation Measures
Product related
· Manage regulatory changes through the 3 Steps to Quality framework,
with AI enabled tools under review.
· Ensure early Group Technical involvement through cross-functional
planning.
· Reduce supplier risk via pre-screening, evaluation and continuous
monitoring.
· Upgrade digital capabilities through CBX enhancements and potential
intranet integration.
· Apply proactive resourcing, including third-party support when needed.
· Strengthen capability through targeted training and role rotation.
· Use standard escalation protocols to resolve market issues quickly.
· Monitor food fraud risks through manual checks and AI-driven tools.
· Enhance oversight in smaller markets through local representatives.
· Plan early for EPR compliance with stakeholder input.
Food Safety (FS) and Health & Safety (H&S)
· Conduct horizon scanning for regulatory changes and update policies.
· Provide FS and H&S expertise during operational changes.
· Maintain governance through audits, cross-checks and coaching.
· Review new in-store food processes before launch.
· Align FS requirements with supply chain and equipment procurement.
· Reinforce hygiene and handling standards through training.
· Support non-trade services via audits and pest-control oversight.
· Investigate market issues promptly to protect customer trust.
Strategic Direction, Investment and Divestitures
Mergers and acquisitions (M&A) decisions significantly influence the
Group's long-term strategy, including investments, expansion and divestitures.
Inefficient capital allocation or inadequate funding may hinder execution or
lead to poor returns on new ventures, technologies, or products.
Entering new markets also introduces risks such as cultural misalignment,
regulatory hurdles and infrastructure gaps. Integration challenges include
overvaluation, unrealistic synergy expectations and underestimated costs.
Misaligned objectives between the Group and acquired entities can create
resource inefficiencies and operational complexity, while merging systems and
teams may result in talent attrition and loss of institutional knowledge.
Divestments also carry risks of losing strategic capabilities, cost synergies
and customer relationships. Additionally, evolving regulations - such as
foreign investment restrictions and import requirements in certain markets -
may delay transactions or increase compliance costs, impacting strategic
execution and financial performance.
Mitigation Measures
· Implement a structured M&A framework with clear governance and
decision-making protocols.
· Prioritise opportunities based on risk-reward analysis and incorporate
lessons learned from previous transactions.
· Conduct comprehensive financial assessments, strategic fit evaluations,
and long-term value analysis.
· Perform thorough market research and ensure oversight of major
initiatives by the Finance Committee or the Board.
· Undertake rigorous financial due diligence with realistic projections
for revenue, cost synergies, and integration expenses.
· Conduct comprehensive legal and operational reviews, including
contingency clauses in agreements, to mitigate risks from undisclosed
liabilities and ensure robust deal execution.
· Engage key stakeholders early to align interests and expectations
across all parties and maintain consistent senior management support and
communication throughout integration to preserve focus on core priorities.
· Identify and retain or transfer critical capabilities essential for
continuity during restructuring or divestment.
Talent Attraction, Development and Retention
The Group faces challenges in attracting and retaining younger generations
amid a shrinking workforce and evolving expectations. Younger generations seek
flexibility and purpose, contrasting with the retail sector's traditional job
nature, while demographic shifts toward aging populations further limit talent
supply. Rising competition and multiple job offers demand faster, personalised
recruitment and competitive rewards.
Capability development can also be strained from misaligned skills and
increasing customer expectations, risking inefficiencies and higher costs
without continuous learning investment. There are also challenges in retaining
talent, driven by the complexities and diverse needs of a multigenerational
workforce, while ensuring engagement levels remain high. Addressing these
issues is critical to sustaining organisational capability and competitiveness
in a rapidly changing retail environment.
Mitigation Measures
· Integrate the Team Member Value Proposition into recruitment and
onboarding processes to reinforce the Group's purpose-driven culture and
commitment to talent development.
· Promote inclusive hiring practices and strengthen Diversity, Equity and
Inclusion (DEI) initiatives by engaging diverse talent pools, supporting the
Group's future-ready workforce strategy.
· Enhance onboarding through technology-enabled, standardised processes
to accelerate integration and improve candidate experience.
· Review and adjust pay structures and incentive programs to remain
competitive and aligned with market expectations.
· Foster continuous learning by enhancing Learning Management Systems
(LMS) and Learning Experience Platforms (LXP), supported by data-driven
upskilling initiatives.
· Enhance recognition programs using digital tools and real-time feedback
mechanisms to improve engagement and minimise turnover.
· Develop a comprehensive skills strategy, including taxonomy and
tailored development plans, to enable a responsive, future-ready, skills-based
organisation.
Emerging Technology Adoption and Implementation
Emerging technologies, such as artificial intelligence (AI), offer significant
potential to enhance customer experience and operational efficiency. However,
delayed adoption may lead to missed opportunities, rising inefficiencies and
reduced competitiveness. Rapid innovation cycles can quickly render advanced
solutions obsolete, increasing costs and diminishing returns on technology
investments.
Accelerated adoption also introduces execution risks if poorly managed.
Integration challenges with legacy systems, skill shortages, resistance to
change and inaccurate AI outputs can disrupt operations and erode customer
trust, resulting in reputational harm and inefficiencies.
Financial and legal risks include high investment costs, uncertain returns and
evolving regulatory requirements. Ethical concerns arise from data privacy
breaches, intellectual property issues and compliance failures, particularly
when third-party platforms are involved. Environmental risks linked to
high-performance computing - such as increased energy consumption and e-waste
from frequent hardware upgrades - pose sustainability challenges and potential
regulatory implications. Proactive governance and strategic planning are
essential to mitigate these risks.
Mitigation Measures
· Proactively adopt emerging technologies aligned with business
objectives to drive innovation and operational efficiency and prioritise
technology investments based on strategic fit and return on investment (ROI).
· Continuously monitor the technology landscape for impactful innovations
and secure executive sponsorship for key initiatives.
· Conduct regular reviews to assess value creation and capture lessons
learned from implementation outcomes.
· Strengthen architectural governance through a Group Technology Forum,
supported by agile workforce training, transparent communication and
cross-functional collaboration. Engage customers and stakeholders via open
feedback channels and clear disclosures on technology use.
· Apply security-by-design principles and maintain oversight through a
dedicated Governance Committee to safeguard data integrity and intellectual
property.
Climate and Environmental Sustainability
The Group operates in a dynamic environment shaped by evolving ESG regulations
and increasing investor scrutiny, particularly around delivering on
decarbonisation targets and sustainability disclosures. Compliance is critical
to maintaining investor confidence and access to capital. Weak governance or
insufficient board oversight of ESG strategy and reporting could lead to
regulatory breaches and reputational harm. Inaccurate or misleading
sustainability claims - whether intentional or due to inadequate data - pose
greenwashing risks, exposing the Group to legal consequences and loss of
stakeholder trust.
Climate change further amplifies operational risks through extreme weather
events, which may damage assets, disrupt supply chains and increase costs.
Regulatory and consumer demands for waste reduction and sustainable packaging
are intensifying, driving higher costs for packaging redesign and waste
management. Failure to meet these expectations could impair efficiency and
brand reputation. Additionally, growing consumer preference for sustainable
products requires timely adaptation of offerings to avoid market share erosion
and reputational impact.
Mitigation Measures
· Develop and implement a disclosure strategy aligned with listed company
requirements and implement robust internal controls for ESG data and
disclosures to ensure transparency and regulatory compliance.
· Establish and periodically review Business Continuity Processes to
address physical climate risks and conduct annual climate risk assessments to
identify vulnerabilities and inform resilience strategies.
· Monitor regulatory developments and maintain active engagement with
government bodies.
· Develop low-impact own-brand products and improve sustainability
certification rates across product categories.
· Align external communications with actual performance to prevent
misleading disclosures and reputational damage.
· Embed sustainability considerations into board agendas and
decision-making processes.
Financial Reporting and Treasury
The Group prepares financial statements under IFRS, and changes to these
standards may significantly affect financial reporting and performance.
Exposure to market risks includes foreign exchange fluctuations from
transactions and investments, interest rate volatility impacting borrowing
costs, and securities price risk from equity holdings. Credit risk arises from
bank deposits and derivative instruments, while liquidity risk may occur if
credit ratings decline or financing obligations cannot be met.
Additionally, cash handling for top-up and bill payment services poses risks
of theft, fraud and operational errors, potentially leading to financial loss
and compliance breaches. Effective risk management is essential to maintain
financial stability and support growth.
Mitigation Measures
· Continuous monitoring of changes in accounting standards and reporting
requirements and regular engagement with external auditors to ensure
compliance and accurate financial disclosure.
· Use of forward contracts to hedge foreign exchange exposures arising
from commercial transactions and commitments.
· Ongoing monitoring of interest rate exposure by currency and business
unit and maintaining a target range of long-term borrowings in fixed-rate
instruments to mitigate volatility.
· Monitor counterparty credit ratings and capital adequacy and continuous
tracking of debt investments for signs of credit deterioration.
· Diversify funding sources and maintain committed credit facilities.
· Daily cash settlement and reconciliation, cash insurance, increase cash
collection frequency and enforce store bank deposit policy.
· Implement robust cash flow forecasting and a global liquidity cash
pooling scheme to optimise daily working capital.
The detailed steps taken by the Group to manage its exposure to financial risk
will be set out in the Financial Review and in a note to the financial
statements in the Report.
DFI Retail Group Holdings Limited
Responsibility Statements
The Directors of the Company confirm that, to the best of their knowledge:
a. the consolidated financial statements prepared in accordance with
International Financial Reporting Standards, including International
Accounting Standards and Interpretations as issued by the International
Accounting Standards Board, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group; and
b. the Chairman's Statement, Group Chief Executive's Review, Business
Review, Financial Review and the description of Principal Risks and
Uncertainties facing the Group as set out in the Company's 2025 Annual Report,
which constitute the management report required by the Disclosure Guidance and
Transparency Rule 4.1.8, include a fair review of all information required to
be disclosed under Rules 4.1.8 to 4.1.11 of the Disclosure Guidance and
Transparency Rules issued by the Financial Conduct Authority in the United
Kingdom.
For and on behalf of the Board
Scott Price
Tom van der Lee
Directors
DFI Retail Group Holdings Limited
Dividend Information for Shareholders
The final dividend of US¢10.50 per share will be payable on 13 May 2026,
subject to approval at the Annual General Meeting to be held on 7 May 2026, to
shareholders on the registers of members at the close of business on 20 March
2026. The shares will be quoted ex-dividend on 19 March 2026, and the share
registers will be closed from 23 to 27 March 2026, inclusive.
Shareholders will ordinarily receive cash dividends in United States Dollars,
save as provided below.
Shareholders on the Jersey branch register
Shareholders registered on the Jersey branch register can elect for their
dividends to be paid in Pounds Sterling. These shareholders may make new
currency elections for the 2025 final dividend by notifying the United Kingdom
transfer agent in writing by no later than 4.00 p.m. (local time) on 24 April
2026. The Pounds Sterling equivalent of dividends declared in United States
Dollars will be calculated based on the exchange rate prevailing on 29 April
2026.
Shareholders holding their shares through the CREST system in the United
Kingdom will receive cash dividends in Pounds Sterling only, as calculated
above.
Shareholders on the Singapore branch register who hold their shares through
The Central Depository (Pte) Limited (CDP)
Shareholders enrolled in CDP's Direct Crediting Service (DCS)
Those shareholders enrolled in CDP's DCS will receive their cash dividends in
Singapore Dollars, unless they opt out of CDP Currency Conversion Service,
through CDP, to receive United States Dollars.
Shareholders not enrolled in CDP's DCS
Those shareholders not enrolled in CDP's DCS will receive their cash dividends
in United States Dollars, unless they elect, through CDP, to receive Singapore
Dollars.
Shareholders on the Singapore branch register who wish to deposit their shares
into the CDP system by the dividend record date, being 20 March 2026, must
submit the relevant documents to Boardroom Corporate & Advisory Services
Pte. Ltd., the Singapore branch registrar, by no later than 5.00 p.m. (local
time) on 19 March 2026.
DFI Retail Group Holdings Limited
About DFI Retail Group
DFI Retail Group (the Group) is a leading Asian retailer, driven by its
purpose to 'Sustainably Serve Asia for Generations with Everyday Moments'.
At 31 December 2025, the Group and its associates operated 7,580 outlets
across 12 markets, of which 5,529 stores were operated by subsidiaries. The
Group, together with associates, employed over 79,000 people, with some 42,000
people employed by subsidiaries. The Group had reported revenue of US$8.9
billion in 2025.
The Group is dedicated to delivering quality, value and service to Asian
consumers through a compelling retail experience, supported by an extensive
store network and highly efficient supply chains.
The Group and its associates, operates a portfolio of well-known brands across
five key divisions. The principal brands are:
Health and Beauty
· Mannings on the Chinese mainland, Hong Kong and Macau S.A.R.;
Guardian in Brunei, Indonesia, Malaysia, Singapore and Vietnam.
Convenience
· 7-Eleven in Hong Kong and Macau S.A.R., Singapore and Southern
China.
Food
· Wellcome and Market Place in Hong Kong S.A.R.; San Miu in Macau
S.A.R.; Lucky in Cambodia.
Home Furnishings
· IKEA in Hong Kong and Macau S.A.R., Indonesia and Taiwan.
Restaurants
· Hong Kong Maxim's group on the Chinese mainland, Hong Kong and
Macau S.A.R., Cambodia, Laos, Malaysia, Singapore, Thailand and Vietnam.
The Group's parent company, DFI Retail Group Holdings Limited, is incorporated
in Bermuda and has a primary listing in the equity shares (transition)
category of the London Stock Exchange, with secondary listings in Bermuda and
Singapore. The Group's businesses are managed from Hong Kong. DFI Retail Group
is a member of the Jardine Matheson group.
For further information, please contact:
Karen Chan (Investor Relations) (852) 2299 1380
Christine Chung (Corporate Communications and Affairs) (852) 2299 1056
Edward Tam (Brunswick Group Limited) (852) 9878 7201
Full text of the Preliminary Announcement of Results and the Preliminary
Financial Statements for the year ended 31 December 2025 can be accessed via
the DFI Retail Group corporate website at www.DFIretailgroup.com.
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. END PREUORARNAUORAR
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