REG - Jardine Matheson Hdg - 2025 Preliminary Results
10/03/2026 11:00
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RNS Number : 0686W Jardine Matheson Hldgs Ltd 10 March 2026
10 March 2026
For immediate release
The following announcement was issued today to a Regulatory Information
Service approved by the Financial Conduct Authority in the United Kingdom.
Jardine Matheson Holdings Limited (JMH) - 2025 Preliminary Announcement of
Results
Strong performance as Jardines builds investment flexibility
Highlights
· 5Y Total Shareholder Return (TSR) 8.8% p.a.
· US$4.8bn in capital recycled(#) across the Group in 2025 and US$2.8bn
re-invested as capital expenditure in the portfolio
· JMH parent free cash flow^ up 7% to US$933m
· Full year dividend 4% higher at US$2.35 per share
· Underlying net profit* 11% higher at US$1.68bn. Underlying EPS US$5.72,
up 9%
· Reported net profit at US$1.11bn, up US$1.58bn from the prior year. JMH
parent company balance sheet net cash positive
· Privatisation of Mandarin Oriental completed in January 2026
"Jardines delivered an improved performance in 2025, driven by sustainable
growth in underlying earnings and active capital recycling which resulted in
an improved 5Y TSR. Our efforts to strengthen management teams and boards
across our portfolio, including at Jardine Matheson, has seen clearer
strategies with sustainable earnings improvement across the portfolio." - Ben
Keswick, Executive Chairman
"We are beginning to implement a more active JMH capital allocation strategy,
evidenced by the recycling of US$4.8 billion in capital across the Group in
2025 and our clean parent balance sheet. Our focus in 2026 will be to continue
recycling capital from lower-yielding assets and assets we do not control, and
to redeploy this capital toward opportunities with returns above our hurdle
rate to enhance and expand our core businesses. 2026 will be an extremely busy
and productive year ahead." - Lincoln Pan, Chief Executive Officer
Results summary
Year ended 31 December
2025 2024 Change %
5Y TSR (% per annum) 8.8% -0.6% n/a
Capital recycled(#) across the Group (US$'m) 4,777 946 405
Capital invested across the Group (US$'m) (2,801) (2,397) 17
JMH parent free cash flow^ (US$'m) 933 875 7
Full year dividend per share (US$) 2.35 2.25 4
Underlying profit* attributable to shareholders (US$'m) 1,681 1,518 11
JMH parent net cash / (borrowings) (US$'m) 41 (1,312) n/a
Underlying earnings* per share (US$) 5.72 5.24 9
Revenue (US$'m) 34,217 35,779 -4
Profit / (loss) attributable to shareholders (US$'m) (Reported net profit) 1,109 (468) n/a
Earnings / (loss) per share (US$) 3.78 (1.61) n/a
Shareholders' funds (US$'m) 29,033 27,880 4
(# )Capital recycling includes sales of subsidiaries, associates and
joint ventures, other investments, investment properties and net repayment
from Hongkong Land's build-to-sell associates and joint ventures post
announcement to exit.
^ Recurring dividend income less corporate costs and net financing
charges.
* The Group uses 'underlying net profit', which refers to underlying
profit attributable to shareholders, in its internal financial reporting to
distinguish between core businesses and non-trading items. Management
considers this to be a key measure which provides greater understanding of the
Group's underlying business performance of core businesses. The comparative
figures have been re-presented to include the profit or loss from
non-strategic businesses in non-trading items, as more fully described in
notes 1 and 41 to the financial statements.
The final dividend of US$1.75 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 register of members at the close of business on 20 March
2026 and will be available in cash with a scrip alternative.
Chairman's statement
Dear shareholders,
In 2025, Jardine Matheson moved ahead at pace with our strategic repositioning
from an owner-operator to an investment company - as announced in last year's
full year results statement. Over the last year we have become ever more
focused on delivering value for our shareholders as an investment company.
I'm delighted to welcome Lincoln Pan to Jardine Matheson, who has immediately
begun the task of driving our strategy forward. Lincoln formally took on the
role of CEO on 1 December 2025, succeeding John Witt who leaves after a
32-year career with the Group. John implemented many of the early steps of
today's transformation, including strengthening our portfolio boards and
appointing several of our portfolio company CEOs.
Lincoln's background in executive leadership and private equity investing
gives him a wealth of expertise in working with leadership teams across
sectors to build successful strategies, execute M&A, and drive performance
- but importantly he is also a cultural fit, fully aligned with our focus on
building bigger, stronger businesses for the long term. Lincoln will continue
to reshape Jardine Matheson at the centre to ensure we have the right teams
and structures to evolve our portfolio and maximise shareholder value
creation.
Performance summary
Jardine Matheson Holdings (JMH) delivered an improved performance in 2025. Our
heightened focus on shareholder returns at a time when global investors are
looking again at opportunities in Asia to diversify their holdings resulted in
a strong recovery in JMH's 5Y TSR. Underlying net profit increased 11% to
US$1.68 billion, the JMH parent free cash flows were robust and the divestment
of low return assets helped restore the parent company balance sheet to net
cash, providing investment flexibility. We have also increased our full-year
dividend per share by 4% to US$2.35 and will aim to continue growing it
annually going forward.
Macroeconomic conditions
A strength of Jardine Matheson is our highly diversified, stable portfolio of
private and listed assets which gives investors exposure to well-managed
industry leaders across the Asia-Pacific region. We operated amidst
significant global and local macro-economic turmoil in 2025, yet produced
excellent cash flow and results, a benefit of our diversification and
investment in quality management.
In Hong Kong, we are benefiting from renewed energy in capital markets,
resulting in an increase in enquiries and occupancy in our Central office
portfolio. A rebound in luxury and tourist consumption is also benefiting
Hongkong Land, DFI Retail and Mandarin Oriental. Local mass market
consumption, however, remains soft as deflationary pressure on wages and
consumption put pressure on the restaurant and consumer segments of our
portfolio.
China's real estate market continues to be an overhang on consumer sentiment
and spend. This, however, presents an opportunity for Hongkong Land as we push
ahead to launch our landmark investment in Shanghai's West Bund area. Westbund
Central will be one of very few ultra-grade properties anywhere in China in
the coming years, and initial interest in commercial and residential options
at Westbund Central is excellent.
The macro environment in Indonesia remains challenging with softness in
middle-class consumption impacting Astra's four-wheeler business. We are,
however, seeing excellent growth in our two-wheeler and consumer finance
businesses. Despite headwinds, we remain deeply committed to our long
partnership with Astra and the Indonesian market.
Governance and sustainability
Another of our strengths is our ability to identify and develop senior
executive teams and world-class boards of directors - supporting oversight,
strategy and succession. In 2025 we welcomed Ming Lu and Tim Wise, two
industry veterans in financial services, to the JMH Board. Alan Miyasaki, a
long-time investment executive at Blackstone, joined the board and investment
committee of Hongkong Land and earlier in March this year, Achal Agarwal, a
long-time FMCG executive in Asia with Kimberly Clark and PepsiCo, joined and
strengthened our board and audit committee at DFI Retail. You will see
enhancements coming in our board of commissioners at Astra as well over the
coming quarters.
We continue to build and enhance our management teams across the Group. We
have long-term incentive programmes for the leadership teams of Hongkong Land,
DFI Retail and Mandarin Oriental tied to TSR. You will see us launch similar
programmes at JMH and Astra in 2026.
We also see our commitment to sustainability as integral to building
resilience across our businesses - fundamentally linked to how we create
superior long-term returns for stakeholders.
While as an investment company we will focus on governing primarily through
the boards of our companies, the importance of sustainability has not been
diminished - in fact it has become more central to the standards to which we
hold the leadership teams of our portfolio companies.
Our portfolio companies continue to push ahead with their efforts to reduce
scope 1 and 2 emissions, in line with established and credible action plans.
We are working with our portfolio companies to set annual targets and
committing JMH and our portfolio to a glidepath of tangible improvement in our
scope 1 and 2 emissions.
Strategy
I have every confidence that our investment company model is the right one to
take us forward and support the enduring success of the Company - and
moreover, that Lincoln is the right leader to execute this transformation.
Jardines is unique. We are long-term, multi-generational investors, with
strengths that set us apart as an investment proposition, including
leadership, talent development and succession planning, and our commitment to
governance and sustainability - including world-class risk management - across
our portfolio. Moreover, our strategy remains underpinned by values that make
us who we are: integrity, a commitment to long-term partnerships, and
disciplined capital allocation as the backbone of how we do business.
Thank you
On behalf of the Board, I would like to thank John Witt for his many
significant contributions to Jardines over the past three decades and to wish
him the very best in his retirement. I would also like to thank Michael Wu,
who stepped down from the Board in May 2025, for his contribution over many
years.
Finally, I would like to express my appreciation to our colleagues for their
dedication in driving the evolution of the firm, our valued partners for their
unwavering support, and of course to our shareholders for their continued
confidence as we drive our strategy forward.
Ben Keswick
Executive Chairman
Jardine Matheson
CEO's statement
Dear shareholders,
This is my first statement to shareholders, and I first and foremost want to
extend my thanks to the many Jardine Matheson investors, colleagues (present
and prior), and long-time partners who have offered ample encouragement and
advice. Importantly, I want to extend my appreciation to John Witt for his
help and support in transitioning responsibilities over the past nine
months.
Two years ago, our Executive Chairman, Ben Keswick, initiated a transformation
process to evolve Jardine Matheson from an owner-operator to an investment
company. Significant steps have been taken to realise this evolution, starting
with upgrading our portfolio executive teams and boards with high-quality,
respected industry leaders. Five-year TSR has been established as a principal
KPI, and long-term incentive compensation programmes tied with TSR are and
will be in place across all Jardine Matheson companies. All senior management,
including myself, are required to purchase and hold meaningful equity in the
companies they lead. This has resulted in greater clarity on portfolio
strategy, decisiveness in strategy, capital recycling and, critically,
alignment between management and all shareholders.
We are now accelerating the evolution of Jardine Matheson Holdings and our
role as an investment holding company. We have stated the vision of becoming
an engaged investor, but what does this actually mean and how will we measure
success? Answering these questions is critical to the road ahead. We must and
will implement our vision with speed and deliberation.
This summer at our Investor Day, we will lay out in greater depth our strategy
and financial objectives. I will, however, begin laying out principles which
Jardine Matheson will operate on going forward.
· We will be laser-focused on driving long-term, sustainable Total
Shareholder Return. Our commitment to shareholders is to deliver a
sustainable, top-quartile TSR supported by improved earnings quality and
annual improvements in dividends per share. We believe that as a diversified,
publicly-traded investment option for investors to access a well-managed,
diversified portfolio in Asia, this is a compelling and ambitious proposition.
· We will have an active programme to recycle capital, exiting
below-hurdle assets with limited prospects, and recycling capital toward
businesses - existing and new - that improve our quality of earnings. We will
operate with hurdle rates tailored to our assets and use a group-wide hurdle
rate to guide our investment and exit decisions. We will exit assets which
cannot sustainably deliver our hurdle rate in an appropriate manner.
· We will principally be a control or lead investor over our portfolio.
Being a Jardine Matheson company must come with meaning and principles. These
include our ability to appoint and incentivise management, operate with
international standards of board and operational governance and a commitment
to achieving medium- and long-term environmental objectives.
· We remain committed to developing senior leaders across our
portfolio. Jardine Matheson will increase our investments in developing senior
leaders and building careers for high-potential business executives and
functional leaders. Key to our people development strategy will be aligning
incentives with long-term TSR and enhancing our culture of coaching and
feedback.
· We will be a lean holding company focused on portfolio value
enhancement and capital recycling. Practically every resource at Jardine
Matheson must be focused on enhancing value and managing risk in our portfolio
and thoughtful recycling of our capital. Upgrading our talent will be an
absolute priority in 2026.
We will continue to define these principles and our financial objectives in
the coming months. Regardless, we will move at pace. The macro environment in
Asian markets remains volatile and our capital must be actively defended and
enhanced. It is critical for Jardine Matheson to field the very best senior
executives to support our companies to navigate our complex markets and to
move with speed and agility.
We have, in 2025, begun to implement these principles. A major milestone was
the privatisation of our luxury hotel group, Mandarin Oriental, eliminating an
inefficient listing structure while releasing significant capital for
shareholders by selling a low returning real estate asset, despite the asset's
historic association with Jardines. Privatising Mandarin Oriental will allow
our outstanding management team, led by Laurent Kleitman, to implement his
ambitious growth agenda in a private setting. Importantly, it will create
options for Jardine Matheson to realise greater equity value from our Mandarin
Oriental ownership in the future.
In total in 2025, Jardine Matheson and its portfolio companies recycled US$4.8
billion in capital, increasing total capital recycled over the last five years
to US$8.6 billion. This included the divestment of sizable below hurdle-rate
return investments at Hongkong Land, DFI Retail, Mandarin Oriental and Jardine
Cycle & Carriage. This recycling has gone to support US$0.5 billion of
corporate initiatives, including the Mandarin Oriental privatisation in
January 2026, US$2.8 billion in capital expenditure to support our businesses,
and US$1.4 billion to deleveraging the JMH parent balance sheet. Five-year TSR
at year-end was 8.8% p.a., up markedly from -0.6% p.a. a year earlier.
We continue to see value in our existing portfolio and, as a result, supported
continuation of Hongkong Land's share repurchase programme, and launched
buyback programmes at Astra, United Tractors and JMH.
Underlying net profit improved to US$1.68 billion, a 11% improvement on 2024,
driven by a stable contribution from Astra, much-improved contributions from
DFI Retail and Jardine Pacific, and substantially lower net corporate costs at
JMH. JMH parent free cash flow increased by 7% to US$933 million, allowing JMH
to increase the proposed dividend per share (DPS) by US¢10 to US$2.35 per
share. Importantly, the JMH parent company balance sheet returned to net cash.
Investors will see us committing to increasing our DPS each year and to having
vigilant focus on improving quality of earnings.
Outlook
Following significant capital recycling and simplification activities in 2025,
JMH's 2026 underlying net profit profile will exclude a number of items.
Principally as they affect EPS, these are the disposals at DFI Retail, the
divestment of Vinamilk shares and the shift to accounting for Zhongsheng as an
investment rather than an associate, whereby only dividends will be
recognised as underlying net profit. These items amounted to approximately
US¢39 in 2025 underlying earnings per share attributable to shareholders.
In the current uncertain environment globally and in some of our key markets,
we expect 2026 earnings broadly in line with 2025, adjusted for disposals and
accounting for Zhongsheng as noted above. However, with comfortable cash cover
and a resilient portfolio delivering strong returns, we expect the full-year
Jardine Matheson dividend to be at least US$2.45 per share (+4%) for 2026.
We will push ahead in 2026 to implement our vision for Jardine Matheson as a
lean and focused investment company. You will see us continue to be active in
assessing and recycling capital in our portfolio. You will see us upgrade our
senior team to ensure we put in place outstanding executives, experienced in
Asia to support our portfolio holdings. And while there is no urgency to do
so, we will begin work to build new pillars to grow Jardine Matheson earnings
in the future. There is no shortage of work ahead.
Thoughtful and deliberate decision-making, commitment to the long term but
never passive, transparent and candid - these are the principles we want
partners and investors to see every day at Jardine Matheson.
Lincoln Pan
Chief Executive Officer
Jardine Matheson
Portfolio company highlights and contribution to Jardine Matheson's results
Astra International (Astra)
Astra in 2025 delivered rupiah denominated net profit of IDR32.8 trillion, a
3% decline compared to 2024 amidst trade tensions and softer domestic economic
conditions. US dollar net profit declined 7% due to weakness in the IDR-USD
exchange rate. 2025 saw strong performance in the motorcycle division,
consumer finance and non-coal mining segments, offset by headwinds in
four-wheeler automotive and coal mining. Astra's contribution to JMH's
underlying net profit fell by 3% to US$787 million.
Aligned with our TSR strategy, Astra and United Tractors each completed an
IDR2.0 trillion (US$121 million) share buyback programme in January 2026. In
the same month, they both announced another tranche of share buybacks of up to
IDR2.0 trillion each, which will continue in Q1 2026. These programmes reflect
confidence in the prospects of Astra and United Tractors. Astra finished the
year with net cash of IDR9.1 trillion (US$540 million), providing continued
flexibility to fund its strategic priorities.
We are working with Astra on talent management. In 1H 2026 we will announce
enhancements to the Astra Board of Commissioners. Alongside this, executive
succession efforts are ongoing, including the appointment of Amy Hsu as Chief
Financial Officer in January 2026, succeeding SC Chiew. Importantly, we are
working with Astra to implement long-term incentive arrangements to align
compensation with shareholders' interests and drive long-term earnings
enhancement.
Astra continues its capital deployment strategy in new growth sectors with
acquisitions completed or signed in non-coal mining, healthcare and modern
logistics infrastructure, in aggregate deploying IDR10.4 trillion (US$631
million) against these investments in 2025.
Jardine Matheson remains committed long term to investing in Indonesia and to
supporting Astra's capital recycling efforts to drive future growth.
Hongkong Land (HKL)
HKL's contribution to JMH's underlying net profit decreased by 8% to US$245
million, principally due to lower average office rentals and the temporary
impact of reduced Hong Kong retail rental income as a result of ongoing
renovation works of the Landmark luxury retail space. Recurring dividend
income received by the JMH parent increased by 5% to US$271 million, in line
with Hongkong Land's mid-term strategy and prospects, and consequent
commitment to growing dividends per share over time.
HKL made substantial progress on capital recycling in 2025. Completed or
announced net proceeds recycled as at the end of February 2026 totalled US$3.6
billion since their new strategy was announced in October 2024. These include
the partial disposal of One Exchange Square to the Hong Kong Stock Exchange
(US$0.8 billion), the sale of MCL Land (US$0.7 billion), the recycling from
other build-to-sell portfolio (US$0.8 billion), and the formation of the
Singapore Central Private Real Estate Fund (SCPREF) and resulting disposal of
Hongkong Land's 33.3% interest in Marina Bay Financial Centre Tower 3 in
Singapore for S$1.7 billion (US$1.3 billion). This represents 90% of HKL's
target of recycling at least US$4 billion by the end of 2027.
During the year, the group made considerable progress in recycling capital
from its build-to-sell portfolio, realising some US$800 million from inventory
sales, primarily from the Chinese Mainland.
In February 2026, HKL announced the establishment of SCPREF, its first private
real estate fund. The new fund has more than US$6.4 billion of assets under
management, with Qatar Investment Authority and APG Asset Management as
founding investors. SCPREF was seeded with some of Singapore's highest-quality
commercial real estate assets, including equity interests in One Raffles Quay,
Marina Bay Financial Centre Towers 1 and 2, One Raffles Link and Asia Square
Tower 1.
SCPREF represents a significant milestone in the execution of HKL's strategy
to build a scalable third-party capital platform, broadening HKL's investor
base and diversifying income through fee-based revenues. As the manager of
SCPREF, HKL intends to pursue growth opportunities in prime commercial
properties - focusing on Singapore's key business districts - in a more
capital-efficient manner. This is an example both of Jardine Matheson
supporting our portfolio companies to enhance quality of earnings, and the
portfolio company leadership team executing new strategies at pace. Michael
Smith and his management team are bringing outstanding innovation and
creativity to the business.
DFI Retail Group (DFI Retail)
DFI Retail's contribution to JMH's underlying net profit increased to US$209
million in 2025, a 35% increase compared to the prior year. This strong
performance was driven by improved margins and proactive portfolio actions.
Recurring dividend income received by JMH parent increased by 24% to US$110
million. A special dividend of US$465 million was also received following
divestments. DFI Retail finished the year in a net cash position, providing it
with investment capacity for its future strategic priorities.
DFI Retail completed the divestments of low yielding, minority stakes in
Yonghui and Robinsons Retail, as well as its Singapore Food business, enabling
reinvestment in its core segments. This approach, combined with a sharpened
focus on retail excellence and a strengthened balance sheet, delivered a
one-year TSR exceeding 90% in 2025. Scott Price and his leadership team have
brought outstanding execution focus and discipline to DFI Retail operations in
challenging market conditions.
Mandarin Oriental (MO)
The underlying net profit contribution from MO increased by 8% to US$68
million compared to the prior year, driven by higher contribution from Hong
Kong and Tokyo. MO's strong earnings enabled it to continue to invest in its
long-term growth strategy. In 2025, Mandarin Oriental opened two new hotels
and completed three re-brandings, bringing five new locations into its
portfolio. Globally, MO now operates 45 hotels, 15 residences, and 36
exceptional homes across 28 countries and territories. MO also has more than
30 signed hotel and branded residences projects in the pipeline.
In December, MO completed the sale of 13 floors of its newly completed Grade A
commercial building, One Causeway Bay, to Alibaba Group and Ant Group. The
proceeds were used to pay a special dividend of US$0.60 per Mandarin Oriental
share in January 2026, with JMH parent receiving US$668 million. JMH used part
of the proceeds to acquire the remaining 11.96% of Mandarin Oriental's shares
it did not already own. JMH will continue to opportunistically review the
assets owned by MO for capital recycling.
Jardine Pacific
Jardine Pacific reported higher underlying net profit of US$191 million after
corporate costs, up US$42 million compared to the previous year. The
Engineering & Infrastructure businesses reported a 10% increase in
underlying net profit to US$195 million compared to the previous year, while
the consumer businesses saw a significant recovery. Recurring dividends
received by JMH parent from Jardine Pacific were US$170 million.
Jardine Cycle & Carriage (JC&C)
Including Astra, JC&C's contribution to JMH's underlying net profit
increased by 4% to US$942 million. Excluding Astra, JC&C contributed
US$155 million to JMH's underlying net profit, up 56% due to a higher
contribution from the Vietnam businesses, while foreign exchange gains and
lower financing costs at the JC&C corporate level improved JC&C's
overall profitability.
In December 2025, JC&C divested 4.6% of its shares in Vinamilk for US$228
million, reducing its shareholding to 6.0%. On 26 February 2026, JC&C sold
a further 3.5% interest in Vinamilk for approximately US$188 million.
JC&C's parent company net debt finished the year US$239 million lower at
US$577 million.
Jardine Matheson net corporate expenses (JMH)
JMH parent company's net corporate expenses reduced in the year by US$67
million to US$37 million, as corporate overheads fell by US$11 million, net
financing costs and tax reduced by US$13 million and net investment income
rose by US$43 million.
Jardine Matheson Holdings Limited
Consolidated Profit and Loss Account
for the year ended 31 December 2025
2025 2024
Underlying Non- Underlying Non-
business trading Total business trading
performance items US$m performance items Total
US$m US$m US$m US$m US$m
re-presented re-presented
Revenue (note 2) 33,817 400 34,217 34,864 915 35,779
Net operating costs (note 3) (30,101) (572) (30,673) (30,940) (1,460) (32,400)
Change in fair value of investment properties - 172 172 - (2,213) (2,213)
Operating profit 3,716 - 3,716 3,924 (2,758) 1,166
Net financing charges
- financing charges (696) (6) (702) (789) (7) (796)
- financing income 248 16 264 235 35 270
(448) 10 (438) (554) 28 (526)
Share of results of associates and joint ventures (note 4)
- before change in fair value of investment properties 1,094 241 1,335 1,100 63 1,163
- change in fair value of investment properties - 386 386 - 136 136
1,094 627 1,721 1,100 199 1,299
Impairment losses on associates and joint ventures (note 7) - (798) (798) - (508) (508)
Profit before tax 4,362 (161) 4,201 4,470 (3,039) 1,431
Tax (note 5) (797) (113) (910) (826) (50) (876)
Profit after tax 3,565 (274) 3,291 3,644 (3,089) 555
Attributable to:
Shareholders of the Company (notes 6 & 7) 1,681 (572) 1,109 1,518 (1,986) (468)
Non-controlling interests 1,884 298 2,182 2,126 (1,103) 1,023
3,565 (274) 3,291 3,644 (3,089) 555
US$ US$ US$ US$
Earnings/(loss) per share (note 6)
- basic 5.72 3.78 5.24 (1.61)
- diluted 5.72 3.77 5.23 (1.61)
Jardine Matheson Holdings Limited
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2025
2025 2024
US$m US$m
Profit for the year 3,291 555
Other comprehensive income/(expense)
Items that will not be reclassified to profit and loss:
Net exchange translation loss arising during the year (211) (296)
Remeasurements of defined benefit plans 32 12
Remeasurements of statutory employee entitlements (2) (2)
Revaluation surplus before transfer to investment properties
- right-of-use assets - 97
Tax on items that will not be reclassified (5) (2)
(186) (191)
Share of other comprehensive income/(expense) of associates and joint ventures 93 (209)
(93) (400)
Items that may be reclassified subsequently to profit and loss:
Net exchange translation differences
- net loss arising during the year (70) (166)
- transfer to profit and loss 118 165
48 (1)
Revaluation of other investments at fair value through other comprehensive
income
- net gain/(loss) arising during the year 41 (13)
- transfer to profit and loss (1) -
40 (13)
Cash flow hedges
- net (loss)/gain arising during the year (238) 16
- transfer to profit and loss 5 (23)
(233) (7)
Tax relating to items that may be reclassified 52 (1)
Share of other comprehensive income/(expense) of associates and joint ventures 204 (246)
111 (268)
Other comprehensive income/(expense) for the year, net of tax 18 (668)
Total comprehensive income/(expense) for the year 3,309 (113)
Attributable to:
Shareholders of the Company 1,337 (696)
Non-controlling interests 1,972 583
3,309 (113)
Jardine Matheson Holdings Limited
Consolidated Balance Sheet
at 31 December 2025
At 31 December
2025 2024
US$m
US$m
Assets
Intangible assets 2,026 2,116
Tangible assets 6,627 6,574
Right-of-use assets 3,533 4,024
Investment properties 27,463 28,079
Bearer plants 440 462
Associates and joint ventures 15,314 17,838
Other investments 2,684 3,387
Non-current debtors 3,761 3,895
Deferred tax assets 622 582
Pension assets 31 11
Non-current assets 62,501 66,968
Properties for sale 1,525 2,879
Stocks and work in progress 3,105 3,332
Current debtors 7,046 6,839
Current investments 374 50
Current tax assets 181 136
Cash and bank balances
- non-financial services companies 8,293 4,551
- financial services companies 270 296
8,563 4,847
20,794 18,083
Assets classified as held for sale 2,841 1,728
Current assets 23,635 19,811
Total assets 86,136 86,779
At 31 December
2025 2024
US$m
US$m
Equity
Share capital 74 73
Share premium and capital reserves 31 23
Revenue and other reserves 28,928 27,784
Shareholders' funds 29,033 27,880
Non-controlling interests 25,614 25,440
Total equity 54,647 53,320
Liabilities
Long-term borrowings
- non-financial services companies 8,755 9,662
- financial services companies 1,477 1,592
10,232 11,254
Non-current lease liabilities 2,317 2,773
Deferred tax liabilities 795 778
Pension liabilities 403 377
Non-current creditors 1,812 1,154
Non-current provisions 442 411
Non-current liabilities 16,001 16,747
Current borrowings
- non-financial services companies 2,268 2,213
- financial services companies 2,653 2,421
4,921 4,634
Current lease liabilities 681 741
Current tax liabilities 308 300
Current creditors 9,360 10,835
Current provisions 200 202
15,470 16,712
Liabilities directly associated with assets classified as held for sale 18 -
Current liabilities 15,488 16,712
Total liabilities 31,489 33,459
Total equity and liabilities 86,136 86,779
Jardine Matheson Holdings Limited
Consolidated Statement of Changes in Equity
for the year ended 31 December 2025
Share Share Capital Revenue Asset Hedging Exchange Attributable to shareholders of the Company Attributable Total
capital premium reserves reserves revaluation reserves reserves US$m to non-controlling interests equity
US$m US$m US$m US$m reserves US$m US$m US$m US$m
US$m
2025
At 1 January 73 - 23 28,172 2,395 (4) (2,779) 27,880 25,440 53,320
Total comprehensive income - - - 1,150 - (63) 250 1,337 1,972 3,309
Dividends paid by the Company (note 8) - - - (658) - - - (658) - (658)
Dividends paid to non-controlling interests - - - - - - - - (1,211) (1,211)
Unclaimed dividends forfeited - - - 2 - - - 2 - 2
Employee share option schemes - 4 16 - - - - 20 8 28
Scrip issued in lieu of dividends 1 (1) - 197 - - - 197 - 197
Repurchase of shares - (4) - (28) - - - (32) - (32)
Capital contribution from non-controlling interests - - - - - - - - 8 8
Share purchased for share-based incentive plans in subsidiaries - - - (23) - - - (23) (14) (37)
Untraceable shares - - - 84 - - - 84 21 105
Subsidiaries acquired - - - - - - - - 65 65
Change in interests in subsidiaries - - - 230 - - - 230 (671) (441)
Change in interests in associates and joint ventures - - - (4) - - - (4) (4) (8)
Transfer - 5 (12) 1,275 (1,268) - - - - -
At 31 December 74 4 27 30,397 1,127 (67) (2,529) 29,033 25,614 54,647
2024
At 1 January 72 - 22 29,009 2,323 11 (2,427) 29,010 26,921 55,931
Total comprehensive (expense)/income - - - (467) 76 (15) (290) (696) 583 (113)
Dividends paid by the Company (note 8) - - - (651) - - - (651) - (651)
Dividends paid to non-controlling interests - - - - - - - - (1,276) (1,276)
Unclaimed dividends forfeited - - - 2 - - - 2 - 2
Employee share option schemes - - 9 - - - - 9 3 12
Scrip issued in lieu of dividends 1 (1) - 204 - - - 204 - 204
Repurchase of shares - - - (101) - - - (101) - (101)
Capital contribution from non-controlling interests - - - - - - - - 1 1
Share purchased for a share-based incentive plan in a subsidiary - - - (3) - - - (3) - (3)
Subsidiaries acquired - - - - - - - - 3 3
Change in interests in subsidiaries - - - 75 - - - 75 (796) (721)
Change in interests in associates and joint ventures - - - 31 - - - 31 1 32
Transfer - 1 (8) 73 (4) - (62) - - -
At 31 December 73 - 23 28,172 2,395 (4) (2,779) 27,880 25,440 53,320
Jardine Matheson Holdings Limited
Consolidated Cash Flow Statement
for the year ended 31 December 2025
2025 2024
US$m US$m
Operating activities
Cash generated from operations 5,732 5,637
Interest received 243 258
Interest and other financing charges paid (703) (809)
Tax paid (937) (1,066)
4,335 4,020
Dividends from associates and joint ventures 974 979
Cash flows from operating activities 5,309 4,999
Investing activities
Purchase of subsidiaries (note 9(a)) (278) 5
Purchase of associates and joint ventures (note 9(b)) (339) (257)
Purchase of other investments (note 9(c)) (543) (417)
Purchase of intangible assets (122) (127)
Purchase of tangible assets (1,170) (1,191)
Additions to leasehold land under right-of-use assets (24) (25)
Additions to investment properties (274) (240)
Additions to bearer plants (29) (33)
Advances to associates and joint ventures (note 9(d)) (22) (112)
Repayments from associates and joint ventures (note 9(e)) 273 259
Sale of subsidiaries (note 9(f)) 687 317
Sale of associates and joint ventures (note 9(g)) 1,635 388
Sale of other investments (note 9(h)) 875 253
Sale of tangible assets (note 9(i)) 158 173
Sale of right-of-use assets 8 16
Sale of investment properties 1,258 20
Cash flows from investing activities 2,093 (971)
Financing activities
Issue of shares 4 -
Capital contribution from non-controlling interests 8 1
Acquisition of the remaining interest in Jardine Strategic (1) (23)
Change in interests in other subsidiaries (note 9(j)) (437) (700)
Purchase of own shares (32) (101)
Purchase of shares for share-based incentive plans in subsidiaries (37) (3)
Sale of untraceable shares (note 9(k)) 106 -
Drawdown of borrowings 7,516 10,591
Repayment of borrowings (8,293) (11,072)
Repayments to associates and joint ventures (note 9(d)) (16) (27)
Advances from associates and joint ventures (note 9(e)) 122 96
Principal elements of lease payments (895) (877)
Dividends paid by the Company (461) (447)
Dividends paid to non-controlling interests (1,211) (1,276)
Cash flows from financing activities (3,627) (3,838)
Net increase in cash and cash equivalents 3,775 190
Cash and cash equivalents at 1 January 4,842 4,796
Effect of exchange rate changes (43) (144)
Cash and cash equivalents at 31 December 8,574 4,842
Jardine Matheson Holdings Limited
Analysis of Profit Contribution
for the year ended 31 December 2025
2025 2024
US$m US$m
Reportable segments
Astra 787 808
Hongkong Land (note 1) 245 265
DFI Retail 209 155
Jardine Pacific 191 149
Jardine Cycle & Carriage 155 99
Mandarin Oriental 68 63
Zhongsheng 63 83
1,718 1,622
Corporate and other interests (37) (104)
Underlying profit attributable to shareholders* 1,681 1,518
Increase/(decrease) in fair value of investment properties 181 (1,209)
Other non-trading items
- Non-strategic business (HKL BTS) (note 1) - (47)
- Others (753) (730)
Profit/(loss) attributable to shareholders 1,109 (468)
Analysis of Jardine Pacific's contribution
Engineering and Infrastructure businesses 195 177
Others (4) (28)
191 149
* Underlying profit attributable to shareholders is the measure of profit
adopted by the Group in accordance with IFRS 8 'Operating Segments'.
Jardine Matheson 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).
Following the strategic shift in the business direction to wind down Hongkong
Land's build-to-sell segment, the operations and assets within this segment
have been identified as non-strategic business in 2025. The profit and loss
from the non-strategic business is therefore presented separately from the
underlying business performance and reported within non-trading items. This
presentation aims to provide greater understanding of underlying performance
from continuing businesses. The comparative figures have been re-presented
from underlying business to conform with the current year's presentation.
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 standard, interpretation or amendments
that have been issued but not yet effective.
2. Revenue
2025 2024
US$m US$m
By business:
Jardine Pacific 2,056 2,139
Hongkong Land 1,048 1,087
DFI Retail 8,869 8,869
Mandarin Oriental 544 526
Jardine Cycle & Carriage 1,750 1,643
Astra 19,608 20,655
Intersegment transactions and other (58) (55)
Non-trading items 400 915
34,217 35,779
3. Net operating costs
2025 2024
US$m US$m
Cost of sales (24,798) (25,896)
Other operating income 854 494
Selling and distribution costs (3,832) (3,846)
Administration expenses (2,496) (2,425)
Other operating expenses (401) (727)
(30,673) (32,400)
Net operating costs included the following gains/(losses) from non-trading
items:
Non-strategic business (556) (1,025)
Change in fair value of other investments 5 (9)
Change in fair value of derivative (66) -
Impairment of goodwill (3) (142)
Loss relating to divestment of interest in Yonghui Superstores Co., Ltd (128) (114)
(Yonghui)
Divestment of Singapore Food business 116 -
Sale and closure of businesses 16 (137)
Sale of hotels 110 (31)
Sale of property interests (7) 74
Restructuring of businesses (12) (22)
Other (47) (54)
(572) (1,460)
4. Share of results of associates and joint ventures
2025 2024
US$m US$m
By business:
Jardine Pacific 149 137
Zhongsheng 56 67
Hongkong Land 710 254
DFI Retail 92 84
Mandarin Oriental 28 13
Jardine Cycle & Carriage 114 118
Astra 571 635
Corporate and other interests 1 (9)
1,721 1,299
Share of results of associates and joint ventures included a write-down of
US$60 million (2024: US$178 million) on the Chinese mainland properties for
sale in Hongkong Land's property joint ventures, arising from the
deterioration in market conditions that resulted in projected sales prices
being lower than development costs.
Share of results of associates and joint ventures included the following
gains/(losses) from non-trading items:
2025 2024
US$m US$m
Non-strategic business 231 25
Change in fair value of investment properties 386 136
Change in fair value of other investments 5 27
Sale of and closure businesses (2) 28
Sale of land interests 10 -
Other (3) (17)
627 199
Results are shown after tax and non-controlling interests in the associates
and joint ventures.
5. Tax
2025 2024
US$m US$m
Tax charged to profit and loss is analysed as follows:
Current tax (880) (894)
Deferred tax (30) 18
(910) (876)
China (225) (151)
Indonesia (601) (666)
Other Southeast Asia (31) (17)
Rest of the world (53) (42)
(910) (876)
Tax relating to components of other comprehensive income is analysed as
follows:
Remeasurements of defined benefit plans (5) (2)
Cash flow hedges 52 (1)
47 (3)
Share of tax charge of associates and joint ventures of US$600 million (2024:
US$406 million) is included in share of results of associates and joint
ventures. Share of tax credit of US$4 million (2024: tax charge of US$1
million) is included in other comprehensive income 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 operates are above 15%.
However, there are a limited number of jurisdictions where the effective tax
rate is slightly below or close to 15%. The income tax expense related to
Pillar Two income taxes in the relevant jurisdiction is assessed to be
immaterial.
6. Earnings/(loss) per share
Basic earnings per share of US$3.78 (2024: loss per share of US$1.61) is
calculated on profit attributable to shareholders of US$1,109 million (2024:
loss of US$468 million). Basic earnings per share calculated on the underlying
profit attributable to shareholders of US$1,681 million (2024: US$1,518
million) is US$5.72 (2024: US$5.24). Both of these are calculated based on the
weighted average number of 294 million (2024: 290 million) shares in issue
during the year.
Diluted earnings per share of US$3.77 (2024: loss per share of US$1.61) are
calculated on adjusted profit attributable to shareholders of US$1,107 million
(2024: loss of US$468 million). Diluted earnings per share calculated on
adjusted underlying profit attributable to shareholders of US$1,679 million
(2024: US$1,518 million) is US$5.72 (2024: US$5.23). Both of these are
calculated based on the weighted average number of 294 million (2024: 290
million) shares in issue during the year. There were no shares deemed to be
issued for no consideration for the calculation of diluted earnings per share
under the share-based long-term incentive plan for the years ended 31 December
2025 and 2024.
7. Non-trading items
2025 2024
Profit before tax Attributable to shareholders Profit before tax Attributable to shareholders
US$m US$m US$m US$m
By business:
Jardine Pacific (14) (14) (14) (13)
Zhongsheng (734) (734) (293) (293)
Hongkong Land 900 441 (1,905) (1,052)
DFI Retail (43) (37) (509) (392)
Mandarin Oriental (232) (205) (187) (157)
Jardine Cycle & Carriage (107) (91) (134) (106)
Astra (18) (4) (44) (20)
Corporate and other interests 87 72 47 47
(161) (572) (3,039) (1,986)
An analysis of non-trading items is set out below:
Non-strategic business 83 - (58) (47)
Change in fair value of investment properties
- Hongkong Land 904 488 (1,839) (1,001)
- other (346) (307) (238) (208)
558 181 (2,077) (1,209)
Change in fair value of other investments 10 12 18 22
Change in fair value of derivative (66) (36) - -
Impairment of goodwill (3) (3) (142) (112)
Impairment of associates
- investment in Zhongsheng (732) (732) (277) (277)
- investment in Robinsons Retail - - (231) (179)
- other (66) (24) - -
(798) (756) (508) (456)
Sale and closure of businesses
- divestment of interest in Yonghui (128) (95) (114) (89)
- divestment of Singapore Food business 116 88 - -
- other 14 (11) (109) (85)
2 (18) (223) (174)
Sale of hotels 110 96 (31) (28)
Sale of land and property interests 4 3 74 67
Restructuring of businesses (13) (9) (22) (16)
Other (48) (42) (70) (33)
(161) (572) (3,039) (1,986)
8. Dividends
2025 2024
US$m US$m
Final dividend in respect of 2024 of US$1.65 (2023: US$1.65) per share 481 477
Interim dividend in respect of 2025 of US$0.60 (2024: US$0.60) per share 177 174
658 651
A final dividend in respect of 2025 of US$1.75 (2024: US$1.65) per share
amounting to a total of US$515 million (2024: US$481 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. Final
dividend in respect of 2024 of US$481 million was charged to reserves in the
year ended 31 December 2025.
9. Notes to Consolidated Cash Flow Statement
(a) Purchase of subsidiaries
2025
Fair value
US$m
Non-current assets (559)
Current assets (58)
Non-current liabilities 130
Current liabilities 70
Fair value of identifiable net assets acquired (417)
Goodwill (2)
Gain on bargain purchase on acquisition of businesses 28
Adjustment for non-controlling interests 66
Total consideration (325)
Carrying value of associates and joint ventures 14
Adjustment for deferred consideration 15
Cash and cash equivalents of subsidiaries acquired 18
Net cash outflow (278)
Net cash outflow for acquisition of subsidiaries in 2025 mainly included
US$180 million for Astra's acquisition of 83.7% interest in PT Mega Manunggal
Property Tbk, an industrial and logistics property development company, US$49
million for a 100% interest in PT Pratista Industrial Properti Satu and US$27
million for a 100% interest in PT Pratista Industrial Properti Dua, both
companies operating in the modern warehousing industry; and US$30 million for
Astra's increased interest in PT Supreme Energy Sriwijaya, from 49.6% to
80.2%.
(b) Purchase of associates and joint ventures in 2025 included US$173
million, US$56 million and US$29 million for Astra's additional interests in
PT Medikaloka Hermina Tbk, PT Polinasi Iddea Investama and PT Saka Surya
Wisesa, respectively; US$25 million for Astra's capital injections to certain
associates and joint ventures in Indonesia; US$37 million for Jardine
Pacific's acquisition of 49% interest in Alba Green Gas Holding Limited and
US$11 million for Hongkong Land's investment in Chinese mainland.
Purchase in 2024 included US$98 million for Jardine Cycle & Carriage's
additional interest in Refrigeration Electrical Engineering Corporation; US$87
million, US$27 million and US$22 million for Astra's acquisition of a 20%
interest in PT Supreme Energy Rantau Dedap and a 49% interest in PT Saka Surya
Wisesa, and capital injection into PT Bank Jasa Jakarta, respectively.
(c) Purchase of other investments in 2025 included US$293 million for
Astra's acquisition of securities in relation to its financial services
businesses; US$195 million for Astra's acquisition of bonds; US$38 million for
Astra's additional interests in PT Medikaloka Hermina Tbk; and US$11 million
for Corporate's additional investments in limited partnership investment
funds.
Purchase in 2024 included US$40 million for DFI Retail's subscription of
listed securities; US$288 million for Astra's acquisition of securities in
relation to its financial services businesses and US$76 million for
Corporate's additional investments in limited partnership investment funds.
(d) Advances to and repayments to associates and joint ventures in 2025
and 2024 mainly included Hongkong Land's advances to and repayments to its
property joint ventures.
(e) Repayments from and advances from associates and joint ventures in
2025 and 2024 comprised Hongkong Land's repayments from and advances from its
property joint ventures.
(f) Sale of subsidiaries
2025 2024
US$m US$m
Non-current assets 1,045 378
Current assets 163 17
Non-current liabilities (407) (36)
Current liabilities (161) (30)
Net assets 640 329
Cumulative exchange translation losses 13 69
Profit/(loss) on disposal 130 (92)
Deferred gain on sale and leaseback of properties - 12
Loan repaid at date of disposal (48) -
Deferred consideration (21) -
Transaction costs and other payables 24 3
Sales proceeds 738 321
Cash and cash equivalents of subsidiaries disposed of (51) (4)
Net cash inflow 687 317
Net cash inflow for sale of subsidiaries in 2025 mainly included US$529
million from Hongkong Land's sale of Singapore and Malaysia residential
development businesses; US$67 million from DFI Retail's sale of Singapore Food
business; US$46 million from Mandarin Oriental's sale of the Munich Hotel; and
US$34 million from Astra's sale of PT Borneo Berkat Makmur.
Net cash inflow in 2024 mainly included US$57 million and US$37 million from
DFI Retail's sale of property holding companies in Taiwan and Singapore,
respectively; and US$216 million from Mandarin Oriental's sale of the Paris
Hotel.
(g) Sale of associates and joint ventures in 2025 included US$616 million
and US$281 million for DFI Retail's sale of Yonghui and Robinsons Retail,
respectively; US$701 million from Hongkong Land's divestment of one of the
Singapore Commercial portfolio; and US$36 million for Mandarin Oriental's sale
of its Miami Hotel.
Sale in 2024 mainly included US$39 million for DFI Retail's sale of Retail
Technology Asia Limited and US$344 million for Jardine Cycle & Carriage's
sale of Siam City Cement Public Company Limited.
(h) Sale of other investments in 2025 comprised US$429 million, US$228
million, US$185 million and US$11 million sale of securities in Corporate,
Jardine Cycle & Carriage, Astra's financial services businesses and DFI
Retail, respectively.
Sale in 2024 comprised US$171 million and US$82 million sale of securities in
Astra's financial services businesses and Corporate, respectively.
(i) Sale of tangible assets in 2025 included US$117 million for
Mandarin Oriental's sale of a hotel property; and US$27 million for Astra's
sale of heavy equipments.
Sale in 2024 included US$105 million for Mandarin Oriental's sale of the
retail units adjoining the Paris Hotel, with a deferred consideration of US$54
million receivable in 2027; and US$27 million for Jardine Cycle &
Carriage's sale of its properties in Malaysia under a sale and leaseback
arrangement.
(j) Change in interests in other subsidiaries
2025 2024
US$m US$m
Increase in attributable interests
- Jardine Cycle & Carriage (49) (527)
- Mandarin Oriental - (172)
- Hongkong Land (279) -
- Astra (107) -
- PT United Tractors Tbk (103) -
- other (19) (1)
Decrease in attributable interests
- PT Astra Digital Mobil 120 -
(437) (700)
(k) Sale of untraceable shares in 2025 included sale of untraceable shares
of US$57 million, US$44 million and US$5 million in Corporate, Hongkong Land
and DFI Retail, respectively.
10. Capital commitments and contingent liabilities
Total capital commitments at 31 December 2025 amounted to US$2,363 million
(2024: US$2,555 million).
Following the acquisition of the 15% of Jardine Strategic not previously owned
by the Company and its wholly-owned subsidiaries, which was effected on 14
April 2021, a number of former Jardine Strategic shareholders are seeking an
appraisal of the fair value of their shares in Jardine Strategic by the
Bermuda court, relying upon the process referred to in the shareholder
circular issued in connection with the acquisition. These shareholders claim
the consideration of US$33 per share that Jardine Strategic considered to be
fair value for its shares, and that all shareholders have already received,
did not represent fair value. Although the proceedings were commenced in April
2021, they are still ongoing. It is anticipated that the court appraisal
process will not be concluded for at least a further 12 months and will likely
extend further. The Board believes that the US$33 per share that was paid
represented fair value to Jardine Strategic minority shareholders and is of
the opinion that no provision is required in relation to these claims.
Various Group companies are involved in litigation arising in the ordinary
course of their respective businesses. Having reviewed outstanding claims and
taking into account legal advice received, the Directors are of the opinion
that adequate provisions have been made.
11. Related party transactions
In the normal course of business the Group undertakes a variety of
transactions with certain of its associates and joint ventures.
2025 2024
US$m US$m
Sales to associates and joint ventures
- motor vehicles and spare parts 749 759
- coal mining and heavy equipment 549 622
- crude palm oil 341 280
1,639 1,661
Purchases from associates and joint ventures
- motor vehicles and spare parts 5,173 5,925
- ready-to-eat products 42 46
5,215 5,971
Services received from associates and joint ventures
- point-of-sale system implementation and consultancy services - 20
The Group manages six (2024: six) associate and joint venture hotels.
Management fees received by the Group in 2025 from these managed hotels
amounted to US$20 million (2024: US$19 million).
The Group has engaged one of its joint ventures in the construction business
for capital expenditure works. The value of works completed amounted to US$151
million (2024: US$164 million) and commitments related to the works amounted
to US$173 million as of 31 December 2025 (2024: US$313 million).
Amounts of outstanding balances with associates and joint ventures are
included in debtors and creditors, as appropriate.
12. Post balance sheet events
In October 2025, the Company announced a recommended cash acquisition through
its wholly-owned subsidiary, Jardine Strategic Limited (JSL), to acquire
11.96% of Mandarin Oriental's total issued share capital which the Company and
its wholly-owned subsidiaries did not already own (the Acquisition). The
Acquisition was completed in January 2026 by way of a scheme of arrangement
under section 99 of the Bermuda Companies Act, the entire issued share capital
of Mandarin Oriental is now owned by JSL. The total Acquisition value was
US$415 million, which was financed using the Company's cash on its balance
sheet together with committed facilities.
On 20 January 2026, the Minister of the State Secretariat of Indonesia issued
a press release announcing the revocation of the business licences of 28
companies. Astra's subsidiary, PT Agincourt Resources (PTAR), was among those
listed. To date, PTAR has not yet received any official written notification
regarding the revocation of the license. Subsequently, on 11 February 2026,
the Minister of Energy and Mineral Resources announced in the media that,
based on the direction of the President of the Republic of Indonesia, the
Government will conduct an evaluation regarding the license of PTAR, and where
no violations are found, investors' rights will be restored; conversely, if
violations are identified, sanctions will be imposed proportionately.
Management believes that PTAR has complied with relevant laws and regulations,
in carrying out its activities. In connection with the above, there was no
significant impact on the Group's consolidated financial statements for the
year ended 31 December 2025.
On 23 January 2026, following the resignation of one of the Group's two
representatives on Zhongsheng's board of directors, the Group revisited
whether it continued to have significant influence over Zhongsheng and
concluded the threshold for significant influence was not met. As a result,
the Group's interest in Zhongsheng was no longer classified as an associate.
The equity method of accounting was discontinued, and the investment was
reclassified as other investment measured at fair value through profit and
loss effective from January 2026.
On 26 February 2026, the Group, through a subsidiary of Jardine Cycle &
Carriage, sold a further 3.5% interest in Vinamilk for approximately US$188
million.
Jardine Matheson Holdings Limited
Principal Risks and Uncertainties
The Board has overall responsibility for the Company's systems of risk
management and internal control. The process by which the Company identifies
and manages risk will be set out in more detail in the Corporate Governance
section of the Company's 2025 Annual Report (the 'Report'). Set out below are
the principal risks and uncertainties facing the Company as required to be
disclosed pursuant to the Disclosure Guidance and Transparency Rules, as well
as a summary of the steps taken to mitigate those risks.
These risks are in addition to matters referred to in the Chairman's
Statement, Chief Executive Officer's statement and other parts of the Report.
Portfolio performance and optimisation
Description
The Company's individual portfolio companies all operate in rapidly evolving
and competitive business environments, requiring them to continuously adapt by
creating new markets, devising new ways of delivering value to their
customers, optimising costs and adopting technology-driven innovation. Failure
by any portfolio company to meet such challenges will negatively impact the
growth and equity performance of the Company.
In aggregate, the Company also faces inherent risks relating to the economic
prospects of the sectors and geographic markets in which its portfolio
companies operate. Excessive exposure to correlated economic cyclicality,
sunset sectors, declining economies, sectors at risk of transformational
disruption or competition from capital requiring substantially lower long-term
returns could hinder the future growth and long-term returns on investment of
the Company's portfolio as well as exposing the Company to excessive
volatility. While business diversification (sectoral and geographic) will
mitigate these risks, excessive portfolio complexity or capital intensity
could also limit the Company's ability to invest at sufficient scale to build
resilient, scalable businesses or dilute returns.
Mitigation
At portfolio company level, the Company has taken actions as follows:
• Appointment of shareholder representatives on the Boards and Audit
Committees of key controlled portfolio companies.
• Strong engagement at Board and Committee level on key topics relating to
strategy, key personnel appointments, management incentives and major
investments, as well as clearly agreed limits to balance sheet risk
• Regular monitoring of portfolio company operating performance &
market dynamics by the Board and Jardines' shareholder representatives, to
identify any weaknesses and opportunities at an early stage and to encourage
and challenge management to act as appropriate.
For managing portfolios at JMH level, the Company has taken actions as
follows:
• Sharing of issues or incidents among the portfolio companies as lessons
learned and to strengthen preventative measures.
• Set up of well-defined asset allocation plan aligning with strategic
objectives.
• Establishment of return and risk metrics and thresholds within the asset
allocation plan which are expected to be met consistent with the Company's
5-year Total Shareholder Return time horizon.
• Controlled-investment positions prioritisation and establishment of
minimum-scale criteria to avoid unintentional business/geographic exposures
and excessive portfolio complexity
• Use of metrics and thresholds to monitor performance, concentration and
composition of the Company's investment portfolio and to conduct periodic
scenario analysis to understand how the portfolio performs under various
potential adverse market conditions.
• Evaluations of new opportunities for investment in the context of the
Company's overall portfolio and strategies.
(Geo)political and economic
Description
Global geopolitical risk represents uncertainties arising from international
conflicts, shifting alliances, trade disputes, or global regulatory changes
and it can disrupt markets, supply chains, and investment climates across
multiple countries, impacting organisations with cross-border operations and
global exposure and affecting sentiment in the territories in which the
Company's portfolio companies operate, international flow of goods and
services and impacting their prospects for growth and value of the Company as
a whole.
Regional / local political developments bring uncertainties within a specific
country or region, such as government instabilities, policy shifts, regulatory
changes, corruption, or civil unrest. These developments directly affect
portfolio companies operating in that jurisdiction, influencing investment
security, operational stability, and compliance with local governance.
Beyond geopolitics or regional/local politics, the Company, as a long-term
investor, is exposed to the risk of adverse developments in global, regional
& local macro- & micro-economic developments that affect its portfolio
companies. This is either directly or through the impact that such
developments might have on the companies' joint ventures, partners,
associates, bankers, suppliers, etc. These developments could include
recession, deflation, currency fluctuations, restrictions in the availability
of credit, business failures or increases in financing costs, oil prices and
cost of raw materials.
Mitigation
• Regular monitoring of geopolitical developments by using published
geopolitical risk indices and collaborating with political analysts and "think
tanks", to obtain early warnings of risks and inform decision-making.
• Strengthening of the company's and portfolio company government
affairs team and network with extensive engagement of senior management and
stakeholders ongoing.
• Monitoring of macroeconomic environment and consideration of
economic factors in strategic and financial planning.
• Agile adjustments to existing business plans, where appropriate, and
exploration of new business opportunities and markets.
• Monitoring of the Company's exposure to various economic scenarios
using hedging ratios, to understand their potential impacts and to prepare
measures to address them.
• Utilisation of financial instruments, such as interest rate swaps
and foreign exchange forwards, to hedge against economic risks.
• Review of the Company's insurance coverage to ensure that risks are
transferred to the optimum extent.
Strategic partnerships
Description
The nature and effectiveness of the Company's relationships, and those of its
portfolio companies, with joint venture partners, major shareholders of
associate undertakings and franchisors, and in strategic alliances with other
companies, government authorities, etc., will directly affect its performance.
These relationships create opportunities for growth, market expansion,
improving operational efficiency and promoting innovation. However, they also
introduce risks that can undermine shareholder value and lead to vicarious
responsibility or liability that causes reputational damage.
These risks can stem from lack of transparency with respect to these parties'
operations or their non-compliance with regulatory requirements that they
face. Also, disputes with such parties may arise because of differences in
corporate culture, priorities, strategic direction, management approaches,
capital allocation and risk appetite between the Company's portfolio companies
and such parties. Conflicts of interest involving these parties may also take
place.
Mitigation
• Sufficient research and due diligence on, as well as robust
evaluation and selection of, potential business partners.
• Thorough legal review of draft partnership agreements to ensure that
they contain adequate rights and protections, including partners' liability
for poor performance.
• Close relationships with senior management of business partners,
with regular communication on key strategic matters, including those relating
to sustainability issues.
• Inclusion of scenarios relating to disruption of relationships with
partners into business continuity planning.
• Regular evaluation and monitor partnership performance against
agreed-upon metrics.
Financial strength and funding capabilities
Description
Financial strength & funding
The Company is exposed to financial market, credit and liquidity risks which
can impact its financial strength and funding capabilities:
Financial market risk: the Company's financial market risks include
fluctuations or adverse movements in market prices due to changes in
macro-economic conditions. These include:
(a) foreign currencies;
(b) commodity prices; both impacting profitability of portfolio companies and
its cashflow or dividend contribution to the Company;
(c) interest rates, impacting cost of borrowing of the Company and its
portfolio companies; and
(d) equity market prices, impacting valuation of the Company and/or value of
its investments
Credit Risk: primarily attributable to counterparty default risk in respect of
deposits held with banks, cash flows relating to investments in short-term
money market funds or debt instruments if any, and credit exposure to
derivatives.
Liquidity risk: primarily relates to inability to meet short-term financial
obligations. The Company may face liquidity risk if its financial position
persistently deteriorates and if it loses/has reduced access to funding from
banking or capital markets.
All of these may negatively impact the Company's financial stability and
performance as an investment company to meet strategic objectives for growth
and return.
Sustained, deteriorating financial position and decline in key financial
metrics can lead to a lower credit rating, which in turns will lead to higher
cost and reduced access to liquidity. Credit ratings, being a primary risk
indicator, also influence the type and profile of equity investors in the
Company and their expected return on investment in the Company.
Mitigation
Financial market risk:
• Clear treasury policy and principles in relation to foreign exchange
exposure, cash management, hedging and prohibition on the use of derivatives
other than for hedging purposes.
• Utilisation of derivatives and other financial instruments to hedge
against risk from market price fluctuations as appropriate.
• Clear borrowing limits for the Company and its portfolio companies.
• Close monitoring and management of debt level and maturity profile
to ensure the Company and the portfolio companies are well capitalised with
strong debt-service and interest cover ratios.
• Strong communication with the Company's stakeholders and portfolio
companies to monitor adherence to treasury policy and borrowing limits.
• Diversification of businesses into non-correlated economic exposures
(e.g. less cyclical businesses); complementation of emerging market EMs
exposures with developed Asia assets; and complementation of China-corridor
capital exposures with others.
Credit risk:
• Clear bank/counterparty credit limit policy to manage exposure level
and ensure diversifications.
Liquidity risk:
• Sufficient liquidity headroom from a combination of cash and
sufficient amount of committed credit facilities.
• Continued access to bank and capital markets and ability to close
out market positions.
The detailed measures taken by the Company to manage its exposure to financial
risk are set out in the Chief Financial Officer's Statement and in note 43 to
the financial statements in the Report.
Climate
Description
Climate change presents a multifaceted risk to the Company with the potential
to materially affect asset values, earnings, and strategic objectives across
our diversified portfolio. Increasingly severe and frequent acute weather
events, including typhoons, flooding, and heatwaves, together with chronic
impacts such as sea‑level rise, threaten to damage physical assets and
infrastructure, and disrupt operations and supply chains of the portfolio
companies. These impacts may reduce productivity across affected portfolio
company operations and contribute to higher repair, replacement, and
adaptation costs, rising insurance premiums or reduced availability of
coverage, thereby eroding the value and long‑term performance of our
investments.
Concurrently, transition risks arising from the global shift to a low‑carbon
economy - including evolving regulatory frameworks, rapid technological
change, and shifting customer, business partner and investor expectations -
create material exposure to increased compliance costs, the potential
obsolescence or stranding of carbon‑intensive assets, and loss of market
share. These dynamics may also give rise to reputational impacts and increased
cost of capital as capital markets re-price climate‑related risks, affecting
both the Company and its portfolio companies.
These interconnected risks are further compounded by heightened liability
exposure from climate‑related litigation and the potential for correlated
shocks across sectors, which may amplify systemic market volatility, undermine
traditional diversification strategies, and adversely impact portfolio
returns. Collectively, these factors underscore the need for robust and
integrated climate risk management to safeguard the resilience of the Company
and to support the sustainable creation of long‑term value across its
portfolio.
Mitigation
• Sufficient governance and oversight through the Audit Committee,
which oversees climate‑related risks and opportunities with potential
material financial, operational, or reputational impacts and ensure that
climate‑related disclosures are credible, aligned with recognised
frameworks.
• Portfolio company engagements to align and coordinate climate
action, execution and knowledge‑sharing through the Sustainability
Leadership Council and Climate Action Working Group.
• Integration of climate risk assessment and Just Energy Transition
commitments into asset allocation, investment due diligence and ongoing
portfolio management, supported by climate scenario analysis under different
physical and transition pathways.
• Implementation of a common climate risk framework integrating
climate risk drivers into existing business risks to strengthen climate
governance, emissions reduction strategies, physical risk adaptation planning,
and clear accountability of business risk owners.
• Active engagement with industry associations and monitoring of
climate‑related regulatory developments, disclosure requirements, and
emerging technologies across jurisdictions to anticipate transition risks and
inform investment and portfolio management decisions.
• Regular reviews and maintenance of insurance coverage for
climate‑related physical damage and business interruption, to the extent
practicable, to manage residual risk exposure across the portfolio.
Technology and cybersecurity
Description
The Company's portfolio companies are reliant on technology and digital
platforms and face cybersecurity and privacy-related risks. Cyberattacks are
becoming more frequent and sophisticated, posing significant threats to the
portfolio companies' digital infrastructures and information technology
systems. Cyber risk is further accentuated by exposure to breaches at
suppliers or customers, through both operational dependence on suppliers and
network connections with counterparties. Also, current geopolitical
developments may limit portfolio companies' access to the best technologies in
some geographies.
Generative AI may impact us in the areas of cybersecurity, data privacy,
business operations and regulatory compliance. AI is increasing and
accelerating cyber threats such as phishing, deepfakes and cyberattacks. Use
of AI can lead to creating errors in reasoning, information bias, ethical
issues, IP infringements, etc., causing operational issues, reputational
damage and regulatory/legal action.
Cyberattacks may also stem from a lack of cybersecurity awareness on the part
of employees, which can result in human errors that cybercriminals can exploit
to disrupt business operations or steal assets.
If a cyberattack takes place at the Company, one of its portfolio companies or
their partners, third parties or customers, the Company and its portfolio
companies may face the costs of having to recover systems, lost revenue, brand
damage or regulatory action and penalties.
Mitigation
• Establishment of minimum cybersecurity standards for portfolio
companies and guidance for ensuring robust security programmes.
• Promotion of a strong cybersecurity culture within the Company and
portfolio companies through regular training and phishing exercises, to
enhance staff awareness of cybersecurity and data privacy.
• Adoption of evergreen modern solutions (such as cloud-based
platforms) and strengthening of replacement policies to address system ageing
risks and geopolitical restrictions.
• Regular security measures by using external consultants and
automated tools, and at least annual test and update of incident response and
business resilience plans.
• Implementation of policies, training, security practices and tools
to ensure the use of AI is governed and risks are identified, considered and
mitigated.
• Strengthening of data protection and privacy practices, including
public disclosure on the Company's website regarding how personal information
of external parties is handled.
• Adequate insurance coverage for cyberattacks and data breach risks.
• Due diligence on third party supplier and inclusion of contractual
obligations requiring compliance with security standards.
People & culture and safety
Description
The success of the Company and its portfolio companies hinges on their ability
to attract and retain quality personnel. Ensuring that the Company has the
right executive talent, equipped with leadership skills and expertise in
innovation, is critical in enabling it to execute its strategies effectively
and implement required changes to its governance and operating model. This
requires the smooth implementation of robust succession plans for key
executive positions, to ensure stability and continuity. Any significant
failure relating to executive talent could undermine the Company's operational
and financial performance. In addition, the need for the Company and its
portfolio companies to adapt to the rapidly changing business environment that
they face requires the adoption of an agile mindset and culture by their
personnel at all levels.
Several of the Company's portfolio companies are engaged in activities and
markets that have high exposure to occupational health and safety risk.
Furthermore, the safety and quality of many of the products of the Company's
portfolio companies are fundamental to their reputation with customers. Any
actual or perceived deficiency in product safety or quality may damage
consumer confidence in the Company's brands, leading to financial loss or
reputational damage.
Mitigation
• Appointment of Boards and Chief Executives with the right leadership
skills and experience both at the Company and all key portfolio companies to
execute their business strategies.
• Proactive and effective succession planning for key management
positions at both Company and Portfolio Company level, including identifying
high-performing talent for strategic development under the new operating
model.
• Robust strategic reward and recognition initiatives to incentivise
performance, drive talent engagement, and enhance overall business
performance.
• Significant investments in training, focusing on skills and success
drivers required to implement the Company's strategy.
• Implementation of culture initiatives and governance structure,
supported by clear policies and guidelines, regular training and monitoring to
reinforce the right behaviours and ethical guardrails.
• Implementation of safety management systems and regular safety
audits at the portfolio company level, with employee training, performance
monitoring and bi-annual reporting taking place on both occupational and
product safety.
Governance, conduct, compliance, and integrity of reporting
Description
The Company faces a number of governance and conduct-related risks that may
affect its reputation and financial position. In addition, the Company and its
portfolio companies are continuously subject to new or changing laws and
regulations in several jurisdictions, as well as those with
cross-jurisdictional impact, covering such matters as tax, employment,
cybersecurity, data privacy, ownership of assets, climate and sustainability
reporting requirements. The complexity created by this regulatory environment
increases the risk that compliance obligations are breached. If compliance is
not achieved and maintained by itself and by all of its portfolio companies,
the Company may face claims, lawsuits, governmental investigations, fines and
sanctions imposed by regulatory authorities, negative media exposure,
affecting their operations, reputation and profitability.
Within the context of this changing environment, as a publicly-listed entity,
the company needs to ensure the integrity, quality and timeliness of its
financial reporting and other disclosures.
As the Company evolves into an engaged investor, it actively guides strategic
development, while the portfolio companies retain full accountability for
determining, implementing and monitoring the execution of their own
strategies. This requires monitoring the new governance and reporting
practices to ensure they are effective in enhancing performance.
There is a risk that the Company is not able to achieve the ethical standards
that it has set for itself, including rigorous measures for anti-bribery and
corruption. This could be caused by inappropriate conduct of the Company or
its portfolio companies themselves or any of their partners and third parties,
exposing the Company to reputational damage, loss of trust in its brands and
potential legal issues.
Mitigation
• Appointment of shareholder representatives on Boards & Audit
Committees to ensure effective oversight of governance.
• Implementation of comprehensive nomination processes for senior
positions. The Company is committed to ensuring that each portfolio company
has a well-rounded high-calibre board, with strong non-executives, to ensure
that each entity is able to operate as a well-governed business.
• Establishment of a Company-wide mandatory Code of Conduct and
related training for all management & staff of the Company, including new
joiners. This is supported by a robust whistle-blowing framework. Certain
portfolio companies have established similar Codes of Conduct and
whistleblowing programmes.
• Establishment of compliance policies monitoring procedures at the
Company and portfolio company levels, including making ongoing developments to
financial reporting systems and controls.
• Regular monitoring of regulatory developments, with relevant expert
legal input, to assess relevant implications of changes in regulatory
frameworks.
• Well-qualified, high-calibre financial reporting, tax and audit
functions, equipped with appropriate systems, technology & third-party
external input to efficiently and effectively meet the requirements of
financial and other external reporting.
• Early scenario planning to assess the implications of new rules and
to prepare related contingencies.
• Engagement with government bodies, regulators and industry
associations, including participating in consultations on proposed policy and
regulatory changes.
• Regular compliance training to employees to ensure that they
understand the importance of compliance.
• Regular review of portfolio companies' internal control, carried out
by second line risk and compliance functions.
• Functionally independent internal audit functions that report to the
Audit Committees on risk management, control environment and significant cases
of non-compliance.
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 (IFRS Accounting 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, Chief Executive Officer's
statement, Chief Financial Officer's statement and the description of
Principal Risks and Uncertainties facing the Company 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
Lincoln Pan
Graham Baker
Directors
Dividend Information for Shareholders
The final dividend of US$1.75 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 register 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.
Dividend will be payable in cash with a scrip alternative. Registered
shareholders and shareholders holding their shares through CREST in the United
Kingdom must make their scrip alternative election not later than 4.00 p.m.
(local time) on 24 April 2026. Shareholders holding their shares through The
Central Depository (Pte) Limited (CDP) system in Singapore must make their
scrip alternative election not later than 5.30 p.m. (local time) on 17 April
2026.
Shareholders will receive their cash dividends in United States Dollars,
except when elections are made for alternate currencies in the following
circumstances:
Shareholders on the Jersey branch register
Shareholders registered on the Jersey branch register will have the option to
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 24 April 2026. The Pounds Sterling
equivalent of dividends declared in United States Dollars will be calculated
by reference to a rate prevailing on 29 April 2026.
Shareholders holding their shares through CREST in the United Kingdom will
receive their cash dividends in Pounds Sterling only as calculated above.
Shareholders on the Singapore branch register who hold their shares through
CDP
Shareholders who are enrolled in CDP's Direct Crediting Service (DCS)
Those shareholders who are 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 who are not enrolled in CDP's DCS
Those shareholders who are 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.
Jardine Matheson
Jardine Matheson (Jardines) is a diversified, Asia-focused investment company.
Founded in China in 1832, Jardines creates value for our stakeholders by
building lasting, scalable businesses in Asia that produce sustainable returns
and market leading services and products.
We ensure highly-qualified boards and leadership teams are in place across the
Group, with incentives aligned to driving shareholder value. At the holding
company level, we aim for decisive portfolio management built on disciplined
capital allocation and strong investment expertise.
At Jardines, we value integrity and long-term partnerships. We ensure global
best practice in risk management and governance is embedded across our
portfolio, and coupled a strong balance sheet with excellent access to
low-cost funding from banks and the capital markets.
Since our founding, Jardines has benefitted from the role of family
shareholders who act as long term stewards of our values and commitments -
which includes embedding sustainability across our portfolio companies and
doing right by our communities for the long term. We are proud to build value
for shareholders while also making a positive contribution to the communities
we serve.
Jardine Matheson holds interests in Hongkong Land (54.7%), DFI Retail Group
(77.5%), Mandarin Oriental (100%), Jardine Pacific (100%), Jardine Cycle &
Carriage (JC&C) (85.5%), and Zhongsheng (21.4%). JC&C in turn has a
50.1% shareholding in Astra.
Jardine Matheson Holdings Limited is a listed company with a primary listing
on the London Stock Exchange and a secondary listing in Singapore.
- end -
For further information, please contact:
Jardine Matheson
Graham Baker / Suzanne Cheuk (852) 2843 8218 / 8262
Harry Thompson (852) 2843 5343
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 Jardines corporate website www.jardines.com.
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