Annual Report 2024
Sustainably serve Asia
for generations
with everyday moments
Our Businesses
Home Furnishings
DFI operates IKEA in Hong
Kong, Macau, Taiwan,
and Indonesia. Renowned
for design, functionality,
and quality at affordable
prices, IKEA offers a
comprehensive range of
products, underpinned
by a solid commitment to
sustainability and to create
a better everyday life for
the many people.
Convenience
DFI operates the global
convenience chain 7-Eleven
in Hong Kong, Macau,
Guangdong and Singapore,
with over 3,400 stores.
In addition to every day
essentials, it provides Own
Brand ready-to-eat
products and unique
collectibles, along
with a wide range of
convenient services to
meet customer needs.
Restaurants
DFI holds a 50% ownership
interest in Maxim’s Caterers
Limited. Founded in 1956,
Maxim’s has over 2,000
outlets across Asia, offering
a diverse range of Chinese,
Asian, and Western dining
options and is the licensee
of brands such as COVA,
Genki Sushi, Shake Shack,
Starbucks Coffee and the
Cheesecake Factory.
Food
DFI operates some of Asia’s
largest grocery retail brands,
providing access to quality
products and great value.
Our commitment to
delivering a trusted
shopping experience
spans the region through
well-known brands like
Wellcome in Hong Kong
Cold Storage in Singapore
and Lucky in Cambodia.
Other Associates
DFI owns a 22% stake
in Robinsons Retail, one
of the largest multiformat,
omnichannel retailers in
the Philippines. Robinsons
Retail’s diverse portfolio
includes food, drugstores,
department stores, DIY
and specialty stores.
Health and Beauty
DFI’s health and beauty
business operates
across Asia through
well-established and
trusted brands like
Mannings and Guardian,
offering a wide range of
health, beauty, personal
care, and baby care
products. Our health and
beauty network spans
more than 1,500 stores
in the region.
2 Corporate Information
3 DFI Retail Group At-a-Glance
4 Highlights
6 Chairman’s Statement
10 Group Chief Executive’s Review
14 Business Review
14 Health and Beauty
18 Convenience
22 Food
26 Home Furnishings
28 Restaurants
30 Other Associates
32 Financial Review
38 Sustainability Overview
40 ESG Disclosure
73 TCFD
85 Directors’ Profiles
87 Our Management Committee
92 Financial Statements
175 Independent Auditor’s Report
185 Five Year Summary
186 Responsibility Statements
187 Corporate Governance
223 Shareholder Information
224 Retail Outlet Summary
225 Management and Offices
Contents
DFI Retail 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.
(Left to right) Our CS Fresh team members, Marivic Baculfo Laynesa, Zhang Xianbao,
Keisyavaartiny Segaran, Lim Joon Wee, Kimmy Chong, Gao Song at the Kim Yam Road,
Singapore store
Front cover:
(Left) A customer with a selection of Mannings and Guardian Own Brand supplements
(Top centre) 7-Eleven team member Liu Jingyi at Tat Chee Avenue, Hong Kong store
(Bottom centre) A customer at Wellcome Fresh, The Westwood, Hong Kong store
(Right) Chee-Leung Wong serving a customer at the IKEA Nei Hu, Taiwan store
Corporate Information
Directors
Ben Keswick
Chairman
(stepped down as Chairman on 22 July 2024
and as a Director on 17 February 2025)
John Witt
Chairman
(appointed as Chairman on 22 July 2024)
Scott Price
Group Chief Executive
Clem Constantine
Group Chief Financial Officer
(stepped down on 1 October 2024)
Tom van der Lee
Group Chief Financial Officer
(joined the Board on 1 October 2024)
Graham Baker
(joined the Board on 22 July 2024)
Elaine Chang
(joined the Board on 17 February 2025)
Dave Cheesewright
Weiwei Chen
Christian Nothhaft
Adam Keswick
(stepped down on 22 July 2024)
Anthony Nightingale
(stepped down on 31 January 2024)
Management Committee
Scott Price
Group Chief Executive
Tom van der Lee
Group Chief Financial Officer
Martin Lindström
Chief Executive Officer, DFI IKEA
Curtis Liu
Chief Executive Officer, Food
Danni Peirce
Chief Executive Officer, 7-Eleven
(stepped down on 18 January 2025)
Yoep Man
Chief Executive Officer, 7-Eleven
(appointed on 10 February 2025)
Andrew Wong
Chief Executive Officer, Health & Beauty
Crystal Chan
Group Chief Technology and Information Officer
Erica Chan
Group Chief Legal, Governance and Corporate Affairs Officer
Shen Li
Group Corporate Strategy and yuu Rewards Director
Wee Lee Loh
Group Chief Digital Officer
Joy Jinghui Xu
Group Chief People & Culture Officer
Company Secretary
Jonathan Lloyd
(resigned on 10 December 2024)
Sean Ward
(appointed on 10 December 2024)
Registered Office
DFI Retail Group Holdings Limited Annual Report 2024
2
DFI Retail Group At-a-Glance
Geographical
Locations
Health and Beauty
Convenience
Food
Home Furnishings
Restaurants
Other Retailing
Hong Kong
Mannings
7-Eleven
Market Place
Wellcome
IKEA
Maxim’s
Taiwan
IKEA
The Philippines
Robinsons
Laos
Maxim’s
Vietnam
Guardian
Maxim’s
Cambodia
Lucky
Maxim’s
Thailand
Maxim’s
Malaysia
Guardian
Maxim’s
Singapore
Guardian
7-Eleven
Cold Storage
CS Fresh
Giant
Jason’s Deli
Maxim’s
Brunei
Guardian
Macau
Mannings
7-Eleven
San Miu
IKEA
Maxim’s
Chinese mainland
Mannings
7-Eleven
Yonghui
Maxim’s
Indonesia
Guardian
IKEA
13
Asian Markets
Over
10,700
Outlets
(including associates
and joint ventures)
Figures as at December 2024
3
2024 2023 Change
Results US$m US$m %
Revenue
– subsidiaries 8,869 9,170 (3)
– including associates and joint ventures* 24,938 26,471 (6)
Underlying profit attributable to shareholders
†
201 155 30
Net non-trading items attributable to shareholders (445) (123) n/a
(Loss)/ profit attributable to shareholders (245) 32 n/a
Net debt 468 618 (24)
US¢ US¢ %
Underlying earnings per share
†
14.91 11.49 30
(Loss)/ earnings per share (18.17) 2.39 n/a
Dividends per share 10.50 8.00 31
Net asset value per share
‡
42.95 72.41 41
Store Network
^
2024 2023 Net change
Health and Beauty 2,625 2,694 -69
Convenience 3,436 3,375 +61
Food 2,104 2,300 -196
Home Furnishings 26 26 –
Restaurants 2,023 1,998 +25
Other Retailing 554 578 -24
10,768 10,971 -203
* Including 100% of associates and joint ventures.
†
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 38 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.
‡
Net asset value per share is based on the book value of shareholders’ funds.
^ Including 5,389 associates and joint ventures stores in 2024
(2023: 5,501)
and on a continuing basis.
•
30% growth in underlying profit to US$201 million
•
Health and Beauty delivered a stable performance
•
Convenience saw strong profit growth due to favourable product mix
•
Food profit improved, driven by significant Singapore Food earnings recovery
•
Portfolio simplification progressed further with Yonghui and Hero
Supermarket divestments
•
Net cash position achieved in February 2025 with completion of Yonghui sale
•
Final dividend of US¢7.00 per share
Highlights
DFI Retail Group Holdings Limited Annual Report 2024
4
Gross Revenue
*
(US$bn)
Ordinary Dividends per Share (US¢)
18
15
12
9
3
6
0
2020 2021 202420232022
Number of Employees
Underlying Profit Attributable
to Shareholders (US$m)
Underlying Earnings per Share (US¢)
Revenue – Subsidiaries (US$bn)
250,000
150,000
100,000
50,000
20
0,000
0
2020 2021 202420232022
Over
190,000
people
Interim dividend
Final dividend
Subsidiaries
Associates and
joint ventures
6
3
9
12
0
2020 2021 202420232022
US$
8.9bn
20
15
10
5
25
30
0
2020 2021 202420232022
US$
24.9bn
200
100
300
0
2020 2021 202420232022
US$
201m
15
10
5
20
25
0
2020 2021 202420232022
US
¢
14.91
US
¢
10.50
Gross Revenue
*
-6 %
Underlying Profit
+ 30 %
Number of Stores
^
10,768
Health and Beauty
Convenience
Food
Home Furnishings
Others
Health and Beauty
Convenience
Food
Home Furnishings
Restaurants
Others
5
Chairman’s Statement
Performance
I am pleased to report that DFI Retail Group
(‘DFI’ or the Group) delivered a significantly
improved underlying performance and a good
partial recovery in results in 2024, despite a
challenging retail environment. For the full year,
underlying profit attributable to shareholders
reached US$201 million, a 30% increase from the
previous year.
Our diverse portfolio and effective operational
execution enabled us to gain market share across
key businesses, even as we faced shifts in consumer
behaviour and macroeconomic headwinds. Profit
growth was driven by improved profit in Food
and Convenience, supported by growth in
digital channels.
We are confident that the Group’s new strategy
will drive further profit growth in the coming years,
and are particularly optimistic about the growth
prospects for our Health and Beauty business,
which represents 55% of the Group’s total operating
profit. We also see strong growth opportunities in
our Convenience business. Our other businesses
continue to face challenges, but we are confident
in the ability of DFI’s senior leadership team
to navigate short-term uncertainties, evolve
the portfolio and invest in strengthening our
core businesses to drive long-term growth in
shareholder value.
The Board recommends a final dividend for 2024 of
US¢7.00 per share
(2023 final dividend: US¢5.00)
.
Effective strategy execution
led to strong underlying profit
growth in 2024, despite a
challenging retail environment.
We aim to remain relevant
to consumers and to increase
market share further, by
evolving our offering through
leveraging data and expanding
our omnichannel presence.
We are well-positioned for
sustainable growth and
increased shareholder
returns over the mid-term.
DFI Retail Group Holdings Limited Annual Report 2024
6
Strategic Highlights
Under the capable leadership of our Group Chief
Executive, Scott Price, we have made significant
strides in implementing our strategic framework,
which centres around three core pillars:
Customer First
Across our business, we have an ongoing
commitment to putting our customers first, and
we have made significant progress to better serve
them over the past year. The
yuu
Rewards loyalty
programme continues to strengthen, with a
substantial increase in members and the addition
of a number of further partners. We have also
begun harnessing our proprietary customer data
to refine our product assortment and revamp our
Own Brand and digital strategies. We are driving
a more transparent and collaborative approach
to our negotiations with suppliers, leading to a
better outcome for customers. As well as better
serving our customers, these efforts aim to bolster
market share growth and enhance margins across
our businesses.
People Led
We have refined our organisation structure over
the past year. Our new senior leadership team,
with its deep industry expertise, shares a vision
for strategic growth and operational excellence.
Key appointments across the business have
strengthened our capability to drive these initiatives
forward, and we have reduced spans and layers
within the organisation to streamline operations
and expedite decision-making. Diversity across our
business has also improved significantly.
2024
Operating
Profit Mix
†
* Sales of goods.
†
Based on operating profit before effect of adopting
IFRS 16, excluding selling, general and administrative
expenses and non-trading items.
2024
Sales Mix
*
Health and Beauty
Convenience
Food
Home Furnishings
8%
36%
28%
4%
26%
28%
55%
15%
7
Shareholder Driven
In alignment with our strategic and capital
allocation priorities, we continued to simplify the
Group’s portfolio and divested our Hero Supermarket
business and investment in Yonghui Superstores.
Following the disposal of Hero Supermarket, the
Guardian and IKEA businesses will be our focus in
Indonesia and we are confident in the long-term
prospects for these two businesses to increase
market share as the Indonesian market grows.
These disposals allow us to reinvest in our
subsidiaries’ growth, deleverage our balance
sheet and grow total shareholder returns.
Sustainability remains at the top of our agenda,
and we are collaborating closely with our
stakeholders and setting ambitious targets across
the business. There was strong progress in 2024
against the Group’s sustainability strategy in areas
including emissions reduction and waste diversion.
Our efforts were recognised in improvements in our
ESG ratings, including a significant improvement
in the Group’s S&P Global Corporate Sustainability
Assessment. We will continue to promote and drive
sustainable business practices in our end-to-end
value chain.
Governance and People
The Board and its Committees, and senior
leadership team, together play a key role in
delivering against our priorities. The effective
execution of our strategy depends on high quality
debate around the boardroom table, with strong
contributions from all Directors.
There have been a number of significant Board
and executive leadership changes since the start
of 2024:
• In July, I succeeded Ben Keswick as Chairman.
On behalf of the Board, I would like to express
our gratitude to Ben for his 11 years of service
as Chairman.
• I also wish to thank Adam Keswick for his
contribution to the Board and Nominations
Committee as he steps down.
• We welcomed Elaine Chang to the Board as
an Independent Non-Executive Director and
Graham Baker as a Non-Executive Director.
Elaine has 30 years of leadership experience
across industries such as semiconductors,
digital content, e-commerce, cloud computing
and artificial intelligence, and her expertise in
leveraging technology to drive growth will
greatly benefit the Group.
DFI Retail Group Holdings Limited Annual Report 2024
8
• Christian Nothhaft was appointed as a
member of the Remuneration and
Nominations Committees.
• Tom van der Lee took over as Group
Chief Financial Officer from Clem Constantine.
We thank Clem for his significant contribution,
especially during the pandemic and in
strengthening the Group’s financial position.
Tom, who joined DFI in 2016, brings a wealth
of experience from his various senior financial
roles within the organisation.
• Sean Ward succeeded Jonathan Lloyd as
our Company Secretary in December 2024.
I want to thank Jonathan for his years of
valued service.
Prospects
We are pleased by the Group’s strong underlying
profit growth in 2024, despite a challenging retail
backdrop, providing encouraging early support
for our new strategy. We aim to consolidate our
position in markets such as Hong Kong where we
have strong businesses, while at the same time
aiming to achieve long-term growth as we expand
key businesses such as Health and Beauty
and Convenience.
By evolving our offerings through data-driven
insights and expanding our omnichannel presence,
we will remain relevant to consumers and continue
capturing market share. Our deleveraged balance
sheet and strategic initiatives position us well for
sustainable growth and increased shareholder
returns in the years to come.
I should like to express my appreciation to our
shareholders, our valued partners and to the wider
community for your continued support. Most of
all, thanks must go to our team members, who are
key to our success, for their exceptional work and
unwavering commitment throughout the past year,
despite challenging market conditions.
John Witt
Chairman
10 March 2025
9
Chairman’s Statement
Group Chief Executive’s Review
Introduction
As I reflect on my first full year as DFI’s Group Chief
Executive, I am incredibly proud of the significant
progress we have made executing in alignment to
our strategic framework: Customer First, People
Led, Shareholder Driven.
Despite the challenging macroeconomic backdrop,
we demonstrated resilience in our business
performance, reporting underlying profit
attributable to shareholders of US$201 million
in 2024, up 30% year-on-year. During the year,
we announced the divestment of our minority
stake in Yonghui, a transaction that aligns with
our strategic and capital allocation framework
and enables us to reinvest in the future growth
of our subsidiary businesses. While our reported
results were impacted by one-off items, including
fair value loss, impairment of equity interest and
goodwill, we have continued to significantly
deleveraged our balance sheet with a net cash
position following the completion of the Yonghui
transaction in February 2025.
As we head into the new financial year, we remain
laser focused on executing our strategic priorities
to drive revenue growth and enhance profitability.
Our 2025 financial guidance of US$230 million to
US$270 million underlying profit attributable to
shareholders, reflects our confidence in further
building on our momentum and delivering greater
value for our stakeholders.
Strategic framework – key progress
We developed our strategic framework of Customer
First, People Led, Shareholder Driven in the second
half of 2023 to guide the Group’s capital allocation
priorities and growth plans over the coming years.
I am both pleased and proud of the progress made
by the team over the past 12 months in executing
on this framework.
Customer First
I continue to see value unlock across our uniquely
diverse businesses across Asia. We are proud to
serve millions of customers in various formats and
banners with nearly 11,000 outlets across 13 markets
Despite the challenging
macroeconomic backdrop,
we demonstrated resilience
in our business performance,
reporting underlying profit
attributable to shareholders
of US$201 million in 2024,
up 30% year-on-year.
By enhancing the local
relevancy of our product
offerings, deepening
monetisation of our digital
assets, and executing
value-enhancing M&A
transactions, we remain
confident in driving sustained,
profitable growth and
shareholder returns in
the years ahead.
DFI Retail Group Holdings Limited Annual Report 2024
10
in Asia. What stands out is our ongoing commitment
to putting our customers first and serving with
passion and care. Our purpose has always been
part of who we are. During the year, we launched
our DFI purpose to articulate it in a way that unites
our organisation, which is to Sustainably Serve
Asia for Generations with Everyday Moments.
This statement underscores our commitment to
meeting the everyday needs of our customers
across Asia, while emphasising their interests in
sustainable solutions.
Aligned with our purpose, we have made significant
progress in a number of areas to better serve our
customers over the past year.
yuu
Rewards
Our
yuu
Rewards coalition loyalty programme
continues to strengthen. In our home market
of Hong Kong, total members have reached
5.3 million with over 3 million monthly active
members. The active use of purchases across
all our formats, restaurants and partners creates
a substantial volume of unique data insights.
In 2024, the
yuu
Rewards programme in Hong Kong
added a number of additional partners including
Starbucks and FWD Insurance. Our members have
engaged across a variety of redemption offers that
incorporate new travel, entertainment and dining
options, driving enhanced customer engagement.
In Singapore, the
yuu
Rewards programme has
grown to over 1.8 million members. A number of
new partners joined the programme during the
year including Suntec City and Singapore Airlines.
Improving assortment
We are now leveraging our broad
yuu
Rewards
customer data to improve assortment in our stores.
At Wellcome, we have leveraged our proprietary
data and cutting-edge data analytics capabilities
to execute a reset of 14 categories in stores. The
improved assortment has seen very encouraging
initial results with uplifts in both sales and gross
profits. We are now also leveraging the learnings
from Wellcome to support assortment optimisation
for our Health and Beauty and Convenience
businesses across Hong Kong and Singapore.
Improving supplier collaboration
We are beginning to better leverage our data
to support enhanced supplier collaboration. By
creating a more transparent and collaborative
approach to negotiations with suppliers, we are
working together to drive market growth and a
better outcome for customers.
Own Brand
We have reset our Own Brand strategy to better
align with customer needs while delivering stronger
margins for our business. By optimising our product
range, redesigning packaging for greater customer
appeal and maximising cross-selling opportunities
across our formats, we have made meaningful
improvements in margin and sales productivity,
which includes a more than 300bps increase in our
Food Own Brand margin and close to a 40% increase
in sales productivity compared to 2023. Following
the success of our reset of the Own Brand portfolio
across our Food business, we have integrated the
Health and Beauty Own Brand assortment into
this centre of excellence to replicate the same
success in Health and Beauty as we reset its
private label strategy.
Digital
Following our digital strategy reset in September
2023, customers are now able to access our retail
portfolio through a wider range of digital assets
including apps, websites and third-party platforms.
Our expanded omnichannel presence includes
Wellcome’s quick-commerce partnership with
foodpanda, a new 7-Eleven app with approximately
137,000 monthly active users and 30,000 daily
active users in Hong Kong as of December 2024.
Including a new Mannings Hong Kong app and
Guardian Singapore app, we have launched more
than 20 new channels in 2024 across apps, websites
and third-party platforms. Our strengthened digital
proposition was underpinned by a 31% growth
in e-commerce order volume with strong
profitability turnaround.
11
Retail Media
DFI launched our own Retail Media network in
the first quarter of 2024. Initial performance has
been encouraging, with more than 100 targeted
marketing campaigns sold in less than a year since
the launch, supported by strong sales acceleration
in the second half. We have partnered with leading
suppliers such as Procter & Gamble, Unilever,
Coca-Cola, Nestlé and Reckitt. Importantly, the
integrated online and offline advertising proposition
for Retail Media has supported the improved Return
on Ad Spend for our supplier partners. We are in
the early days of a potentially significant source of
profit to invest in the business.
People Led
In alignment with our strategic framework, we refined
our organisation structure in the second half of 2023
by moving accountability to a format structure,
thereby improving agility while reducing overhead
costs. Throughout 2024, we have been focused on
deeply embedding our values, underpinned by our
purpose statement across the Group. We have
reduced spans and layers within the organisation to
streamline operations and expedite decision making.
Diversity representation across formats has been
significantly improved to ensure local relevancy of
decision-making to customers. We have strengthened
our leadership succession planning and development
with a meaningfully improved team member
engagement score, supported by a new incentive
structure for senior management that aligns with
shareholder interests, based on total shareholder
return and business performance targets.
Shareholder Driven
Our strategic framework has been developed
with the primary aim of improving shareholder
returns. We have approached capital allocation
in a disciplined manner, both from a capex and
working capital management perspective. Over
the course of the year, we executed the divestment
of a number of company-owned properties, which
has supported a US$150 million reduction in net
debt at the end of 2024.
Concurrently, the Group continues to execute
M&A transactions in a manner that is accretive
to return on capital and total shareholder return
based on a strategic review of our businesses in
2024. In June 2024, the Group completed the
divestment of the Hero Supermarket business in
Indonesia. Post-completion, DFI’s operations in
Indonesia has fully pivoted to the Guardian and
IKEA businesses. In September 2024, the Group
announced the divestment of its entire stake in
Yonghui Superstores Co., Ltd. This transaction
was subsequently completed in February 2025.
The Group is in a net cash position following the
completion of the Yonghui transaction.
2024 performance
The Group reported total revenue from subsidiaries
in 2024 of US$8.9 billion, down 3% year-on-year.
However, excluding the impact of a significant
tobacco tax increase in Hong Kong, the divestment
of our Malaysia Food business in 2023 and Hero
Supermarket operation in Indonesia, operating
revenue was largely stable. This broadly represents
market share gains in all formats except IKEA.
Total revenue for the Group, including 100% of
associates and joint ventures, was US$24.9 billion,
down 6% compared to 2023, largely due to lower
sales at Yonghui. Total underlying profit attributable
to shareholders was US$201 million for the year, up
30% year-on-year.
The Group reported subsidiaries underlying profit
attributable to shareholders of US$158 million
for the full year, 42% higher than the prior year.
This was driven by significant earnings recovery
in Singapore Food and favourable product mix shift
towards non-cigarette categories in our Convenience
business, partially offset by lower contribution from
Home Furnishings as a result of weak property
market activity and intensifying competition.
The Group’s share of underlying profit from associates
was US$43 million, down 2% year-on-year. Lower
contribution from Maxim’s due to weaker mooncake
sales and restaurant performance in the Chinese
mainland was partially offset by reduced losses from
Yonghui and a 15% profit growth at Robinsons Retail.
The Group’s reported results for the year were
impacted by non-trading losses attributable
to shareholders of US$445 million. This was
DFI Retail Group Holdings Limited Annual Report 2024
12
predominantly due to loss of US$114 million
associated with the divestment of Yonghui, a
US$231 million impairment of interest in Robinsons
Retail and US$133 million goodwill impairment of
Macau and Cambodia Food businesses. These losses
were partially offset by gains from divestment of
Singapore property assets and the Group’s share
of one-off gains from the Bank of the Philippine
Islands (BPI)-Robinsons Bank merger. Despite the
large non-trading losses reported, the Group is now
in net cash position following the completion of the
Yonghui transaction in February 2025.
The Group reported operating cash flow after lease
payments of US$331 million, 21% lower than the
prior year, mainly due to unfavourable movement in
working capital year-end timing difference, partially
offset by underlying operating profit growth.
Operating cash flow after lease payments and
normal capital expenditure was US$158 million,
down 29% year-on-year.
Environmental, social, governance
(ESG)
As a leading Asian retailer, we recognise our unique
opportunity to promote and drive sustainable
business practices in response to the preference of
our customers. By positioning our ESG commitment
as a core pillar of our Group Strategy, we have made
meaningful progress in various initiatives including
emissions reduction and waste diversion. Our efforts
are reflected in a significant improvement in the
S&P Global Corporate Sustainability Assessment,
with our score improving to 49 as at 8 January 2025,
placing DFI in the 84
th
percentile within the Food
and Staples Retailing industry, up from the 47
th
percentile in 2023.
Our strong commitment to ESG is underscored by
our target to halve Scope 1 & 2 greenhouse gas
(GHG) emissions by 2030 and achieve net-zero by
2050. Throughout 2024, we have made significant
investments in upgrading and converting our existing
refrigeration systems to more environmentally
friendly options. We successfully completed trials of
natural gas and ultra-low global warming potential
gases as refrigerant alternatives for our food stores.
Following a comprehensive analysis of our Scope 3
emissions, we have identified key product categories
Group Chief Executive’s Review
and realistic decarbonisation opportunities within
our supply chain. For example, our Low Carbon Rice
Project, launching in Thailand this year, aims to drive
decarbonisation by promoting low-carbon farming
practices among local farmers, implementing field
monitoring and tracking to measure carbon emission
reductions. We have made notable progress in
improving our waste diversion and are constantly
exploring innovative ways to foster a transition
towards a local circular economy. Wellcome has
partnered with a Hong Kong-based recycling facility
to convert trimmed fats into biodiesel for powering
essential generators.
While we are still early in the journey, these initiatives
collectively demonstrate our efforts and commitment
to serving communities sustainable and affordable
products, sustaining the planet and sourcing
responsibly while meeting the return objectives
of our shareholders.
Outlook
We have navigated 2024 with resilient business
performance and continued market share gains
for our key business units by proactively adapting
to changing market conditions through a stronger
value proposition, expanded omnichannel presence
and disciplined cost control. While challenges
remain, we are cautiously optimistic about the
outlook for 2025. The Group expects underlying
profit attributable to shareholders to be between
US$230 million and US$270 million in 2025,
supported by an organic revenue growth of
approximately 2%.
The Group will continue to execute against its
strategic framework. By enhancing the local
relevancy of our product offerings, deepening
monetisation of our digital assets, and executing
value-enhancing M&A transactions, we have put
in place solid foundations in 2024, and we remain
confident in driving sustained, profitable growth
and shareholder returns in the years ahead.
Scott Price
Group Chief Executive
10 March 2025
13
Chinese mainland
Hong Kong
Macau
Vietnam
Singapore
Indonesia
Malaysia
Brunei
The Philippines
Business Review
HEALTH
AND BEAUTY
Sales for the Health and Beauty division
came in slightly higher than the prior year
at US$2.5 billion, with like-for-like (LFL) sales
remaining broadly stable. Underlying operating
profit was US$211 million for the year.
* Sales of goods.
†
BasedonoperatingprofitbeforeeffectofadoptingIFRS16,excludingselling,generalandadministrativeexpensesandnon-tradingitems.
Group Sales
*
28%
Group Profit
†
55%
DFIRetailGroupHoldingsLimitedAnnual Report 2024
14
SalesfortheHealthandBeautydivisioncameinslightly
higherthantheprioryearatUS$2.5billion,withLFLsales
remainingbroadlystable.Underlyingoperatingprofitwas
US$211millionfortheyear,slightlybelow2023.
HongKongreportedstrongLFLsalesperformanceinthe
firstquarter,whichthendeceleratedinthesecondand
thirdquartersduetoastrongcomparableperiodin2023
whenconsumptionvouchersweredisbursedinApriland
July2023.Salesmomentumimprovedinthefourthquarter
withManningscontinuingtogainmarketshare.Profit
fortheyearincreased6%,attributabletogrossmargin
improvementanddisciplinedcostcontrol,despitea2%
declineinfull-yearLFLsales.Guidedbyacustomer-first
proposition,thePharmacareprogrammereacheda
significantmilestonesinceitslaunchin2023.Inpartnership
withBupa,oneofHongKong’smajormedicalinsurers,
theManningsteamfurtherexpandedPharmacareinto
itsnetworkofmorethan150,000members.Leveraging
Mannings’positionasthelargestpharmacistnetwork,
theprogrammeoffersfreeconsultationsandmedication
forarangeofcommonillness.TheManningsteam
continuedtoenhancein-storeexperiencewiththelaunch
oftheHealthPodatourInternationalFinanceCentre
flagshipstoreinHongKong.Thisinnovativeserviceoffers
‡
Including1,228associatesandjointventuresstores.
Sales of Goods
US$
2.5 billion
Operating Profit
US$
211million
Store Network
‡
2,625 stores
OpheliaKwan,aManningsteammember,explorestheinteractive‘Mannings’Picks’displayof
curatedbest-sellingskincareandhealthproducts
15
Guardian in
South East Asia
reported US$857 million
in sales, reflecting a 5%
year-on-year increase,
driven by growth in
basket size across
all key markets
GuardianMalaysiateammember,NorinaBintiZulkepliattheSunwayPyramidstore
DFIRetailGroupHoldingsLimitedAnnual Report 2024
16
anAIwellnessassessmentthatmeasuresover
20metrics,followedbypersonalisedconsultations
andproductrecommendations.Initialresultshave
beenpromising,withcustomersusingtheservice
showingabasketsizethreetimeshigherthan
average.Inaddition,theteamalsolauncheda
newManningsappinDecembertogrowitsdigital
footprint.LFLsalesofManningsChinadeclined
asthebusinesspivotsawayfromofflinestores
toonlinechannelswhichinvolvestheclosureof
themajorityofitsofflinenetwork.
GuardianinSouthEastAsiareportedUS$857million
insales,reflectinga5%year-on-yearincrease,driven
bygrowthinbasketsizeacrossallkeymarkets.
Indonesia,inparticular,sawa17%LFLsalesgrowth
supportedbyincreasedmalltrafficandstrong
executionofpromotionalcampaigns.Strongprofit
growthwasreportedacrossmostkeymarkets,
underpinnedbygrossmarginexpansionand
operatingleverage.InSingapore,strongcommercial
executionandafavourableproductmixcontributed
togrossmarginexpansionwithhealthcareproducts
accountingformorethan60%ofsales.
ManningsatTheVenetian,Macau
ThenewlylaunchedManningshealthpodattheIFCMallin
HongKong
Ourpharmacists,JessicaTeoandRomanLesterRosalesatGuardian
TakashimayaShoppingCentre,Singapore
17
Business Review HEALTHANDBEAUTY
Macau
Hong Kong
Chinese mainland
Singapore
Reported sales revenue for the Food division
in 2023 was US$3.3 billion. Excluding the
impact of the Malaysia Grocery Retail
divestment, revenue for the division reduced
by 5%. Underlying operating profit for the
division was US$45 million for the year,
compared to US$91 million in the prior year.
* Sales of goods.
†
BasedonoperatingprofitbeforeeffectofadoptingIFRS16,excludingselling,generalandadministrativeexpensesandnon-tradingitems.
Business Review
CONVENIENCE
Total Convenience sales were US$2.4 billion,
representing a decline of 3% year-on-year.
Excluding cigarette sales affected by the tax
increase, overall LFL sales were up 2% year-on-year,
with continued market share gain across markets.
Underlying operating profit was US$102 million,
an increase of 17% compared to 2023.
Group Sales
*
28%
Group Profit
†
26%
DFIRetailGroupHoldingsLimitedAnnual Report 2024
18
TotalConveniencesaleswereUS$2.4billion,representinga
declineof3%year-on-year.LFLsaleswere5%behindthe
prioryear,impactedbyadeclineinlower-margincigarette
volumesfollowingtaxincreasesinHongKongattheendof
February2024.Excludingcigarettesales,overallConvenience
LFLsaleswereup2%,withcontinuedmarketsharegain
acrossmarkets.Convenienceunderlyingoperatingprofit
wasUS$102millionfortheyear,anincreaseof17%
comparedto2023.HongKongoperatingprofithasgrown
10%year-on-year,drivenbyafavourablemixshifttowards
higher-margincategories,withready-to-eat(RTE)
accountingfor16%oftotalsalesforthefullyear.The
newlylaunched7-ElevenappoffersdiscountedRTEbundles,
pre-orderfunctionsanddigitalstampsforIPcollectiblesto
drivepurchasefrequencyandcustomerloyalty.
7-ElevenSouthChinaandSingaporereportedlargelystable
LFLsalessupportedbyrobustgrowthinRTEwhichaccounted
for40%and23%ofsales,respectively.Favourablemargin
impactfromproductmixshiftandongoingcostcontrol
contributedtomeaningfulprofitgrowthinbothmarkets.
7-ElevencontinuedtogrowitsstorenetworkintheSouth
Chinaregionwith103netopeningsduringtheyear.The
Groupaimstodrivefurthernetworkexpansionprimarily
throughacapex-lightfranchisemodel.
Sales of Goods
US$
2.4 billion
Operating Profit
US$
102million
Store Network
3,436 stores
Thenew7-ElevenatImbiahStationinSingaporeopeneditsdoorsinMay2024
7-Elevencoffeemadewithsustainablecoffeebeansservedinaneco-friendlycup
19
7-Eleven continued
to grow its store
network in the
South China region
with 103 net openings
during the year.
The Group aims to
drive further network
expansion primarily
through a capex-light
franchise model
7-ElevenStoreManager,WanLaiKingattheTatCheeAvenuestoreinHongKong
DFIRetailGroupHoldingsLimitedAnnual Report 2024
20
IsabelThumatthe7-ElevenImbiahstoreopeninginSingapore
Interiorofa7-ElevenstorelocatedinTianhe,Guangzhou,Chinesemainland
7-ElevenHongKong’s‘GroundstoGreen’CoffeeGrounds
UpcyclingProgramme
21
Business Review CONVENIENCE
Macau
Hong Kong
Chinese mainland
Cambodia
Singapore
* Sales of goods.
†
BasedonoperatingprofitbeforeeffectofadoptingIFRS16,excludingselling,generalandadministrativeexpensesandnon-tradingitems.
Group Sales
*
36%
Group Profit
†
15%
Business Review
FOOD
Sales for the Food division were US$3.1 billion,
down 5% year-on-year. Excluding the impact of
the divestment of the Malaysia Food business in
2023 and Hero Supermarket operation in Indonesia,
sales for the division was 2% lower than the prior
year. Underlying operating profit was US$58 million,
up from US$45 million in 2023.
The Philippines
DFIRetailGroupHoldingsLimitedAnnual Report 2024
22
ReportedsalesfortheFooddivisionin2024were
US$3.1billion,down5%year-on-year.Excludingthe
impactofthedivestmentoftheMalaysiaFoodbusiness
in2023andHeroSupermarketoperationinIndonesia,
revenueforthedivisionwas2%lowerthantheprior
year.Underlyingoperatingprofitforthedivisionwas
US$58millionfortheyear,upfromUS$45millionin2023.
WhileincreasedoutboundtravelofHongKongresidents
totheChinesemainlandhasaffectedfoodconsumption
forthemajorityof2024,thesituationhasbegunto
normalisewithtotalretailsalesofsupermarketsinHong
Kongreturningtogrowthinthefourthquarterof2024.
Wellcomesawimprovingsalesmomentuminthefourth
quarter,withfull-yearLFLsalesmarginallybelowthose
oftheprioryeardespitechallengingtradingconditions.
Strongin-storeexecutionandeffectivepromotional
campaignshavesupportedconsistentmarketshare
gainoverthecourseoftheyear.TheWellcometeam
hasstrengtheneditsomnichannelpresencethroughthe
wellcome.com.hkwebsite,itsappandaquick-commerce
partnershipwithfoodpanda,contributingtoamorethan
20%salesgrowthinoverallFoode-commercewith
significantlyimprovedprofitability.
‡
Including1,584associatesandjointventuresstores.
Sales of Goods
US$
3.1 billion
Operating Profit
US$
58million
Store Network
‡
2,104 stores
AcustomeratWellcomeFresh,TheWestwood,HongKong
23
Strong in-store
execution and
effective promotional
campaigns have
supported consistent
market share gain of
Hong Kong Food over
the course of the year
PhangMeiYuag,ourteammemberatGiant,servingacustomeratGiantIMMBuilding,Singapore
DFIRetailGroupHoldingsLimitedAnnual Report 2024
24
WellcomeFreshstoreinLeiYueMun,HongKong GaoSongattheCSFreshKimYamRoad,Singaporestore
Business Review FOOD
SouthEastAsiaFoodsalesperformancewas
adverselyaffectedbyintensecompetitionand
softconsumersentimentduetocost-of-living
pressures.Improvedsalesmix,effectivecostcontrol
andoptimisationofthestoreportfolioledtoa
meaningfulearningsrecovery,withSingaporeFood
turningprofitableinthefourthquarterof2024.The
GroupcontinuestoservetheSingaporemarketwith
differentpropositionsthroughitsvariousbrands.
InJune2024,theGroupcompletedthedivestment
ofitsHeroSupermarketbusinessinIndonesia.
Post-completion,DFI’soperationsinIndonesiahave
fullypivotedtotheGuardianandIKEAbusinesses.
25
Hong Kong
Macau
Indonesia
Taiwan
Business Review
IKEA reported sales of US$701 million,
representing a 12% drop compared to the prior
year. Overall LFL sales reduced by 11% in 2024.
Operating profit was US$16 million, down 13%
year-on-year.
* Sales of goods.
†
BasedonoperatingprofitbeforeeffectofadoptingIFRS16,excludingselling,generalandadministrativeexpensesandnon-tradingitems.
Group Sales
*
8%
Group Profit
†
4%
HOME
FURNISHINGS
DFIRetailGroupHoldingsLimitedAnnual Report 2024
26
IKEAreportedsalesofUS$701million,representing
a12%dropcomparedtotheprioryear.Overall,LFL
salesreducedby11%in2024.Operatingprofitwas
US$16million,down13%year-on-year.
IKEA’sbusinessperformancehasbeenhamperedby
reducedcustomertrafficduetoweakpropertymarket
activityacrossregions.WhileIKEATaiwandemonstrated
relativeresilience,salesinHongKongandIndonesia
wereaffectedbyintensifiedcompetitionandbasket
mixchangeascustomersreducedpurchasesof
big-ticketitems.
Inresponsetothechallengingsalesenvironment,the
IKEAteamcontinuestoimplementstrongcostcontrol
measuresacrossourmarkets.TheIKEAHongKong
businessispivotingtowardsamorevalue-driven
omnichannelpropositiontocompetewithChinese
mainlanddigitalplatforms.E-commercepenetration
hasnowsurpassed10%acrossallmarkets.TheIKEA
Indonesiateamremainsfocusedondrivingsalesthrough
enhancingstorecommerciality,increasinglocalsourcing,
andadoptingamoreeffectivemarketingstrategyto
improvelocalrelevancy.Implementationofcost-saving
measurescontributedtonarrowinglossescomparedto
theprioryear.
Sales of Goods
US$
701million
Operating Profit
US$
16million
Store Network
26 stores
Chee-LeungWongfromtheIKEANeiHu,Taiwanstoreisdedicatedtoservingcustomers,
embodyingIKEA’smissionto‘createabettereverydaylifeforthemanypeople’
27
Macau
Hong Kong
Chinese mainland
Cambodia
Singapore
Vietnam
Thailand
Malaysia
Laos
RESTAURANTS
Business Review
The Group’s share of Maxim’s underlying
profits was US$66 million in 2024, down
from US$79 million in the prior year.
Kikusan, a Chinese-Japanese eatery
at The Landmark, Hong Kong
Hong Kong MX Lava Custard Mooncake series
Four commended team members of Maxim’s Cakes at Tsing Yi MTR
Station, Hong Kong, exemplifying excellent service and attitude
towards customers
DFI Retail Group Holdings Limited Annual Report 2024
28
The Group’s share of Maxim’s underlying profits was
US$66 million in 2024, down from US$79 million in
the prior year, largely due to lower mooncake sales and
weaker restaurant performance on the Chinese mainland.
Maxim’s continued to expand its presence in South East
Asia, adding 76 net new stores during the year, mainly in
Thailand and Vietnam. Benefiting from a diversified
portfolio, restaurant sales performance in Hong Kong
remained resilient despite an increase in outbound travel
on weekends and public holidays.
Share of Underlying Results
US$
66 million
Store Network
2,023 stores
The newly opened Paper Stone Bakery in China World Mall marks its first store in Beijing, Chinese mainland
Shake Shack’s Earl Grey Shake introduced in September 2024
29
The Philippines
Chinese mainland
Business Review
The Group’s share of Yonghui’s underlying
losses was US$33 million for the year,
compared to a US$36 million share of
underlying losses in the prior year. Robinsons
Retail’s underlying profit contribution was
US$17 million, up 15% year-on-year.
OTHER
ASSOCIATES
DFI Retail Group Holdings Limited Annual Report 2024
30
The Group’s share of Yonghui’s underlying losses
was US$33 million for the year, compared to a
US$36 million share of underlying losses in the prior
year. Continued macro headwinds and intense
competition led to lower LFL sales. The reduction in
losses was underpinned by ongoing cost optimisation,
partially offset by a decline in gross margin. The
divestment of the Group’s minority stake in Yonghui
was completed in February 2025.
Robinsons Retail’s underlying profit contribution
was US$17 million, up 15% year-on-year. Robinsons
Retail reported low single-digit growth in LFL and
robust growth in operating profit driven by the
Food and Drugstore segments. Reported profit
contribution grew close to 90% year-on-year,
supported by one-off gains following the
BPI-Robinsons Bank merger in early 2024.
Yonghui supermarket in Tianhe Plaza, Fuzhou City, Chinese mainland
Robinsons Department Store at Robinsons Magnolia in Quezon City, The Philippines
31
Financial Review
Results
DFI Retail Group (the Group) reported a
significantly improved performance in 2024,
with underlying profit attributable to shareholders
reaching US$201 million, a 30% increase compared
to the previous year. This positive performance was
largely driven by the improved profitability in the
Food and Convenience businesses. The Group’s
overall results were, however, impacted by the
one-off non-trading losses and reported a loss
attributable to shareholders of US$245 million in
2024, compared to a profit of US$32 million in 2023.
Revenue from subsidiaries, totalled US$8.9 billion,
representing a 3% decline year-on-year. Excluding
the impact of a significant tobacco tax increase in
Hong Kong, and the divestment of the Malaysia
Food in 2023 and Hero Supermarket businesses in
Indonesia, revenue was broadly in line with last year.
Total revenue, including 100% of associates and
joint ventures, was 6% down at US$24.9 billion,
largely driven by lower sales at Yonghui.
Health and Beauty recorded a slight increase in
sales, reaching US$2.5 billion, with overall LFL sales
remained broadly stable. Underlying operating
profit was US$211 million for the year, slightly
below 2023.
Convenience experienced a 3% decline in sales
compared to the previous year. Excluding the
tobacco sales, sales showed a 5% increase
year-on-year. Underlying operating profit
was US$102 million, reflecting a 17% growth
compared to 2023. Profit growth was supported
by a favourable shift in margin mix towards
non-cigarette categories and ongoing cost
optimisation efforts.
The Group’s robust underlying
profit growth in 2024
demonstrates the effectiveness
of its strategy, despite a
challenging retail backdrop.
This solid foundation, built on a
deleveraged balance sheet and
a focused strategic approach,
positions the Group well for
sustained growth. The Group
is optimistic about increasing
shareholder returns in the
medium-term.
DFI Retail Group Holdings Limited Annual Report 2024
32
Food also delivered increased operating profit,
driven by a significant earnings recovery in the
business in Singapore.
Home Furnishings reported a reduction in sales,
primarily due to the intense competition from
digital platforms on the Chinese mainland. The
decline in sales negatively impacted profitability,
although the impact was partially mitigated by
various cost-saving initiatives implemented during
the year.
Net financing charges rose by US$7 million
year-on-year. This increase was primarily driven
by higher interest expenses associated with lease
liabilities, partially offset by a reduction in interest
expense attributed to the overall lower net
debt position.
The Group’s share of the underlying profit of
associates and joint ventures was US$43 million,
down 2% year-on-year.
Contribution from Maxim’s underlying results
was US$66 million, a 16% decrease as compared
to US$79 million in 2023, mainly attributed to
reduced mooncake sales and weaker restaurant
performance on the Chinese mainland.
The Group’s share of Yonghui’s underlying loss was
US$33 million, compared to US$36 million in the
prior year.
The Group’s share of underlying profit in Robinsons
Retail was US$17 million, compared to US$15 million
in 2023. The Group’s interest in Robinsons Retail
increased from 21.47% to 21.98%, following the
share buyback by Robinsons Retail.
Underlying Operating Profit
(US$m)
0
2020 2021 2022 2023 2024
100
200
300
400
500
0
100
200
300
400
500
2020 2021 2022 2023 2024
Cash Flows from Operating
Activities after Lease Payments
(US$m)
33
The Group’s tax charge for 2024 was US$27 million,
reflecting a substantial 35% decrease compared
to 2023. This significant reduction was largely
driven by the implementation of the new tax rule
allowing the deduction of reinstatement costs in
Hong Kong, a key market for the Group, which
came into effect in late 2024.
Net non-trading items of US$445 million were
reported in 2024, principally from the impairment
charge on goodwill relating to San Miu business in
Macau and interest in Robinsons Retail, the loss
relating to the divestment of Yonghui, partly offset
by share of one-off gains of Robinsons Retail from
the merger between Robinsons Bank Corporation
and Bank of the Philippine Islands (BPI), and the
respective fair value gain on BPI investment.
Underlying profit attributable to shareholders
was US$201 million, significantly increased from
US$155 million in 2023. Underlying earnings per
share was also improved by 30%, to US¢14.91.
Cash flow
Summarised Cash Flow
2024
US$m
2023
US$m
Underlying operating
profit 343 294
Depreciation and
amortisation 837 827
(Increase)/decrease in
working capital (79) 45
Net interest and
other financing
charges paid (149) (145)
Tax paid (51) (41)
Dividends received
from associates 52 46
Other 20 18
Cash flows from
operating activities 973 1,044
Principal elements of
lease payments (642) (625)
Cash flows from
operating activities
after lease payments 331 419
Normal capital
expenditure (172) (197)
Investments (53) (17)
Disposals 162 119
Cash flows from
investing activities (63) (95)
Cash flows before
financing but after
lease payments 268 324
DFI Retail Group Holdings Limited Annual Report 2024
34
0
400
200
600
800
1
,000
1,200
2020 2021 2022 2023 2024
The Group reported a solid cash flow amounting
to US$331 million from operating activities after
lease payments, though this was a drop from the
US$419 million generated in the previous year.
This negative movement was largely attributed
to unfavourable movement in working capital
year-end timing difference, partly offset by the
increase in underlying operating profit.
Normal capital expenditure was lower at
US$172 million versus US$197 million in 2023
principally due to disciplined capital allocation.
Financial Review
During the year, the Group realised proceeds from
the sale of various assets, including a property
holding company in both Singapore and Taiwan, a
digital joint venture, the Hero Supermarket business,
and four properties in Indonesia, for a total net
cash received amounting to US$162 million. These
contributed to a lower net debt level at end of 2024.
At 31 December 2024, the Group’s businesses,
including associates and joint ventures, operated a
total of 10,768 stores across all formats in 13 Asian
markets, compared with 10,971 stores at the end
of 2023 on a continuing basis.
22%
10%
11%
35%
22%
US$172 m
2024 Normal Capital
Expenditure
Health and Beauty
Convenience
Food
Gross Debt
Net Debt
Home Furnishings
IT / Distribution
Centres
Gross Debt and Net Debt
(US$m)
35
Balance sheet
Total assets, excluding cash and bank balances,
were US$7.0 billion, representing an increase of
US$193 million compared to 2023. The increase
was primarily attributed to the divestment of
the Group’s interest in Yonghui. Reported as held
for sale, the interest in Yonghui was measured at
fair value as of 31 December 2024, resulting in a
recognised net fair value gain of US$933 million at
year-end. Excluding this one-off net fair value gain
and the cash and bank balances, the total assets
would have been US$6.1 billion, representing a
decrease of US$739 million versus last year. The
decline was mainly due to the divestment of several
company-owned properties and subsidiaries during
the year, as well as lower capital expenditure.
In addition, the impairment charge against the
Group’s investment in Robinsons Retail and
goodwill, and adverse movements in foreign
exchange rates, specifically the weakening of Asian
currencies against the United States dollar, the
reporting currency, also contributed to the overall
decline. Net operating assets were US$595 million
at the end of 2024, a 40% decrease from the
previous year.
The Group ended the year with a reduced net debt
level at US$468 million, US$150 million lower as
compared to US$618 million at 31 December 2023.
The improvement reflects the continuous efforts
resulting from the ongoing optimisation of capital
structure through disciplined capital and resource
allocation to drive the improved shareholder value
and returns.
Dividend
The Board is recommending a final dividend of
US¢7.00 per share, giving a total dividend of
US¢10.50 per share for the year.
Financing
At 31 December 2024, the Group had a gross debt
of US$741 million, a decrease of US$183 million from
2023. The gross debt is funded by total committed
and uncommitted lines of US$2.5 billion, with
US$986 million committed and US$779 million
uncommitted facilities being unused and available.
The Group had cash balances of US$274 million.
The undrawn committed facilities, combined with
the cash pooling arrangement, provide substantial
financial flexibility. This, in turn, ensured the Group
had sufficient cash and liquidity available to
support its operational requirements. Subsequent
to the completion of the divestment in Yonghui
in February 2025, the Group achieved a net
cash position.
The Group typically finances its daily operations
through borrowings in local currencies. These
borrowings are primarily used for working capital
purposes and are managed at the operational
subsidiary level. Conversely, borrowings supporting
the Group’s strategic initiatives are managed
centrally. These strategic borrowings are usually
obtained in Hong Kong dollars, Singapore dollars
and United States dollars. The Group effectively
manages foreign exchange and interest rate risks
associated with these borrowings through hedging
strategies, which are implemented based on the
nature of the investment.
DFI Retail Group Holdings Limited Annual Report 2024
36
The Group’s robust underlying profit growth in
2024 demonstrates the effectiveness of its strategy,
despite a challenging retail backdrop. This solid
foundation, built on a deleveraged balance sheet
and a focused strategic approach, positions the
Group well for sustained growth. The Group is
optimistic about increasing shareholder returns
in the medium-term.
Financial risk management
A comprehensive discussion of the Group’s financial
risk management policies is included in note 40
to the financial statements. The Group manages
its exposure to financial risk using a variety of
techniques and instruments. The main objectives
are to limit exchange and interest rate risks and
to provide a degree of certainty on costs. It is our
policy not to engage in speculative derivative
transactions. The investment of the Group’s cash
resources is managed to minimise risk while seeking
to enhance yield.
Overall, the Group’s funding arrangements are
designed to keep an appropriate balance between
equity and debt (short- and long-term), to maximise
flexibility for the future development of the business
and to increase the shareholder value and returns.
Principal risks and uncertainties
A review of the principal risks and uncertainties
facing the Group is set out on pages 214 to 222 of
the Annual Report.
Accounting policies
The accounting policies are consistent with those
of the previous year. The Directors continue to
review the appropriateness of the accounting
policies adopted by the Group, having regard to
developments in International Financial Reporting
Standards (IFRS Accounting Standards). In 2024,
a number of amendments to the IFRS Accounting
Standards become effective and the Group has
applied these amendments with no material
impacts to the financial statements.
Tom van der Lee
Group Chief Financial Officer
10 March 2025
Financial Review
37
At DFI, our purpose is to sustainably serve Asia for generations with
everyday moments. We are committed to transforming Asia’s retail
landscape through sustainable choices that benefit both people and
the planet. Our sustainability strategy is anchored in three strategic
pillars: People, Products, and Planet, with Governance as the
cornerstone, ensuring robust leadership and oversight.
People
As Asia’s leading retailer, people are at the heart of everything
we do. With our retail formats connected to millions of lives on
a daily basis, we have a unique opportunity and responsibility
to create a positive and lasting impact on our customers, team
members, communities and supply chain partners.
Products
Our aim is to enable customers to make more informed
sustainable choices that foster positive changes for both
people and the planet. We achieve this by introducing more
sustainable products and packaging while ensuring high
product quality and safety standards.
Planet
We are dedicated to advancing the sustainable development
of the retail landscape by further strengthening our
environmental stewardship and reducing our environmental
footprint across our operations and value chains.
Sustainability Overview
Our Low Carbon Rice Pilot Programme in Thailand
DFI Retail Group Holdings Limited Annual Report 2024
38
Guiding Principles for Sustainability
Our sustainability journey is shaped by three guiding principles:
• Focused: We concentrate on areas where we can create the greatest impact, such as our own-brand
products and key product categories, while strategically addressing value chain challenges unique
to our operational context.
• Balanced: We carefully navigate the price-sensitive nature of our markets while striving to meet
our sustainability goals. We dedicate ourselves to practical, equitable solutions that deliver value by
considering the needs of all stakeholders, including customers, shareholders, and the environment,
without compromising affordability or long-term progress.
• Collaborative: Sustainability is a shared responsibility. We actively partner with industry coalitions
to tackle systemic challenges, leveraging shared resources and expertise to amplify impact, drive
efficiencies, and foster a sustainable future.
Strong ESG Performance
DFI has made significant strides in its Environmental, Social, and Governance (ESG) performance. As of
8 January 2025, we ranked in the 84th percentile (ahead of 84% peers) in the Food and Staples Retailing
industry in the S&P Global Corporate Sustainability Assessment, a notable improvement from 2023,
when we ranked in the 47th percentile.
ESG Awards and
Recognitions
Our ongoing commitment to sustainability
has been acknowledged with multiple awards
and accolades:
• CLP Smart Energy Award 2024 (DFI)
• Retail Asia Awards 2024, FMCG Asia Awards
2024 – ESG Initiative of the Year, Health and
Wellness Initiative of the Year (Mannings)
• ESG Business Awards 2024 – Workplace Wellness
Programme Award (Mannings)
• Retail Asia Awards 2024 – Sustainability Initiative
of the Year (7-Eleven)
• Outstanding Green Achiever Award, Sixth Gold
Award in the Shops and Retailers category,
Sole Recipient of the Super Gold Award by
Environmental Campaign Committee of
the Hong Kong Government (Wellcome)
• 2023/24 Vision Awards for DFI Sustainability
Report 2023 – Platinum Award, Technical
Achievement Award, Top 100 Reports Worldwide
Sustainability
Memberships and
Associations
We actively engage with key organisations and
networks to drive sustainable practices and
industry transformation:
• The Consumer Goods Forum – Towards
Net Zero Coalition of Action, Plastic Waste
Coalition of Action
• Amfori BSCI
• Foodlink Foundation
• Hong Kong General Chamber of Commerce
– Environment & Sustainability Committee
• Hong Kong Retail Management Association
– Sustainability Task Force
• World Business Council for Sustainable
Development (Membership of Jardine Matheson)
39
40
DFI Retail Group Holdings Limited Annual Report 2024
41 Basis of Preparation
41 Introduction
41 Disclosure Scope
41 Outcome Uncertainties and Estimation
41 Restatement
42 ESG Data Limited Assurance
42 ESG Governance
43 Sustainability-linked Remuneration
43 ESG Risk Management
44 ESG Due Diligence
44 ESG Policies
44 Governance Policies
44 Sustainability Policies
44 ESG Materiality Assessment
44 Double Materiality Assessment
45 Time Horizon
45 Stakeholder Engagement
46 Double Materiality Assessment Results
50 Value Chain
51 Product and transport
52 Environmental
52 Climate Change
52 Scope 1 Emissions
52 Scope 2 Emissions
53 Scope 3 Emissions
54 Waste
55 Sustainable Packaging
55 Recyclable Plastic Packaging
55 Sustainable Products
56 Social
56 Human Capital
56 Talent Development and Training
56 Team Members Benefits and Retention
56 Diversity
57 Gender Pay Equity
57 Health and Safety
58 Supply Chain Management
58 Governance
58 Product Safety and Quality
59 Cybersecurity and Data Privacy
59 Cybersecurity
59 Data Privacy
59 Tax Governance
60 ESG Performance Table
60 Environment
65 Social
69 Governance
69 GRI and SASB Index
70 Independent practitioner’s limited assurance report
on DFI Retail Group Holdings Limited’s ESG data
ESG Disclosure Contents
41
Environmental, Social, and
Governance (ESG) Disclosure 2024
Basis of preparation
Introduction
The purpose of this Environmental, Social, and Governance disclosure (ESG Disclosure) is to highlight DFI’s efforts in
quantifying our impact on the economy, environment, and society, along with our targets and progress made to date.
We disclose all relevant performance indicators for material ESG issues (refer to page 44 for ESG Materiality Assessment)
with the aim of improving the transparency of our businesses.
This ESG Disclosure has been prepared in accordance with the Global Reporting Initiative (GRI), with reference to the
index also published online on our website www.DFIretailgroup.com. This ESG Disclosure has also considered information
from sustainability reporting standards (including, but not limited to, International Sustainability Standards Board (ISSB),
Corporate Sustainability Reporting Directive (CSRD), Sustainability Accounting Standards Board (SASB), Task Force on
Climate-related Financial Disclosures (TCFD), Carbon Disclosure Project (CDP)), ESG rating agencies (S&P, Sustainalytics),
and industry initiatives.
Disclosure Scope
This ESG Disclosure covers ESG data for the year ended 31 December 2024. Where feasible, data from the two previous
years is also provided, and any comparative figures from prior years have been adjusted to comply with updated DFI ESG
accounting policy.
For the scope of coverage, we included all subsidiaries of DFI unless stated otherwise. Associates, joint ventures and
franchisees of DFI are out of scope unless stated otherwise.
Outcome uncertainties and estimation
In preparing the ESG-related information contained in this ESG Disclosure, DFI has made a number of key judgements,
estimations, and assumptions. The processes and issues involved are complex with the ESG data, models, and
methodologies constantly evolving. In addition, not all ESG data are of the same standard as those available in
the context of other financial information, and they are not bound by the same disclosure requirements, historical
benchmarks, or globally accepted accounting principles. Reliance on historical data as a reliable predictor of future
trends is limited. The quality of underlying data can significantly impact the outcomes of models, processed data,
and methodologies. We expect industry guidance, market practice, and regulations in this field to continue to change.
There are also challenges faced in relation to the ability to access data on a timely basis and the lack of consistency
and comparability between data that is available. This means the ESG metrics discussed in this ESG Disclosure carry
an additional degree of inherent risk and uncertainty.
In light of uncertainty as to the nature of future policy, market response to climate change, and the effectiveness of
any such response, DFI may have to re-evaluate its progress towards its ESG ambitions, commitments and targets in the
future, update the methodologies it uses, or alter its approach to ESG analysis, and may be required to amend, update,
and recalculate its ESG disclosures and assessments in the future, as market practice and data quality, accuracy, and
availability develops rapidly.
Restatement
If an error or change in methodology leads to a change in total figure that exceeds the materiality threshold of 5% of the
original figure before such change, the Group’s total figures will be restated. The reason for changes, revised comparative
figures, and the differences would be noted in the Methodology section where practical. Any errors or changes below the
threshold are considered not material and therefore not restated. The metrics impacted by any restatement are also
disclosed in the GRI Index available online at www.DFIretailgroup.com.
42
DFI Retail Group Holdings Limited Annual Report 2024
DFI revised its approach in accounting for divestments and acquisitions to align with the composition of the Group
financial statements reporting in 2024. This approach also aligns with upcoming ISSB sustainability reporting standards.
Prior years’ numbers are now restated where practicable and material in this disclosure. For details, please refer to
Methodology section.
In terms of target performance tracking on Scope 1 and Scope 2 emissions, the impacts of divestments and acquisitions
have been incorporated in tracking the performance against targets, and the baseline emissions for target setting have
been recalibrated. This is in line with the Greenhouse Gas Protocol (GHG Protocol). Further details on the recalibrated
figures can be found in the Climate Change section of the ESG disclosure.
ESG data limited assurance
Selected ESG data have been subject to limited assurance by PricewaterhouseCoopers. Their limited assurance report
outlines the specific scope of the assurance provided and the conclusion. The appointment with PricewaterhouseCoopers
was made by the Audit Committee. For further details, please refer to the Limited Assurance Report on page 70.
ESG Governance
As we continue our journey towards sustainable practices, ESG governance framework serves as a guidepost for our
commitment to integrating ethical, social, and environmental considerations into our decision-making process.
Board of Directors
Audit Committee
ESG Reporting Team
Sustainability Committee
Sustainability Working Groups
Risk Management Committee
Sustainability Team
Board of Directors
The Board oversees significant ESG risks, opportunities, and impacts by ensuring that relevant sustainability
and ESG considerations are integrated into DFI’s purpose, governance, strategy, decision-making, and risk management
processes. The Board also provides an oversight of our risk management framework, including risks related to ESG and
climate change.
Additionally, the Board receives training materials or direct training annually. Several members of the Board have also
received external training on ESG issues.
Risk Management Committee
The Risk Management Committee is chaired by the Group Chief Executive and the members are the whole Management
Committee. It is responsible for risk management activities of DFI’s operations and oversight of its risk management
framework including DFI’s ESG risks. This includes those associated with climate change. This committee plays
a crucial role in assessing DFI’s risk appetite and determining appropriate responses to identified risks. By integrating ESG
considerations into its risk management framework, the committee ensures that DFI proactively addresses potential ESG
risks and aligns its strategies with sustainability goals.
Audit Committee
The Audit Committee is responsible for overseeing ESG and sustainability-related data, ensuring that DFI maintains data
integrity and accuracy while also ensuring compliance with reporting regulations. Additionally, the committee reviews the
assurance provided by external auditor on DFI’s ESG metrics and assesses the effectiveness and alignment of these
metrics against the overall business strategy.
43
ESG Disclosure
Sustainability Committee
The Sustainability Committee is a sub-committee of the Management Committee. The sub-committee is chaired by the
Group Chief Executive Officer, and its members include the Group Chief Financial Officer, Group Chief Legal, Governance
and Corporate Affairs Officer, and Chief Executive Officer of Food. This committee is actively involved in developing and
implementing our sustainability strategy and targets while monitoring progress. In alignment with the terms of reference,
the responsibility of the Sustainability Committee includes but not limited to:
• Leading and overseeing the strategic direction of DFI’s sustainability initiatives.
• Ensuring cohesive governance and execution of sustainability efforts across all company divisions.
• Overseeing the execution, monitoring, and reporting of sustainability-related programmesby working groups,
ensuring these align with DFI’s sustainability framework and goals.
• Facilitating, developing and adjusting action plans to achieve or surpass ESG performance indicators.
Results and progress are reported to the Board semi-annually along with other matters through the Management
Committee.
The Group Chief Executive Officer reviews the composition of the Sustainability Committee periodically to ensure a
balanced representation of expertise and experience. Additionally, the Group Chief Executive Officer may appoint
individuals from within or outside DFI as deemed appropriate.
ESG Reporting Team
The ESG Reporting Team is dedicated to ensuring compliance with ESG reporting regulations while managing ESG data
to meet stakeholders’ expectations. This team plays a critical role in tracking performance on ESG data, overseeing data
control, and implementing automation processes to enhance efficiency and accuracy in reporting. Additionally, the ESG
Reporting Team supports in reporting decision-useful information to the Audit Committee, Risk Management Committee,
and Sustainability Committee, ensuring that all relevant stakeholders are informed.
Sustainability Team and Sustainability Working Groups
The Sustainability Team and Sustainability Working Groups are responsible for the implementation of sustainability
initiatives and assisting the Sustainability Committee in realising DFI’s sustainability objectives.
Each working group focuses on a specific topic, such as Scope 3 emissions reduction, waste diversion, gender pay gap,
etc. These working groups comprise cross-functional teams consisting of experts from relevant departments across our
Group, and report progress directly to the Sustainability Committee monthly.
Sustainability-linked remuneration
DFI has integrated sustainability Key Performance Indicators (KPIs) into the evaluations of team members. We have
established a connection between sustainability performance in emission reduction and team members’ promotions. This
mechanism is designed to align the efforts of individual divisions in emission reduction with the broader sustainability
goals of DFI.
ESG risk management
DFI has adopted a double materiality approach to assess ESG risks and opportunities. We evaluated the materiality of
both internal and external impacts associated with these risks and opportunities, using the DFI Group’s risk management
methodology as its foundation. A consistent rating scale for financial risks and opportunities is adopted to measure
the likelihood of events and the scale of the financial impact. ESG risks identified are then integrated into the overall
Enterprise Risk Management and prioritised based on the same scale. The results of the risk assessment with ESG risks
included are communicated to the Risk Management Committee and the Audit Committee. Details on the input
parameters and methodology used for the materiality assessment to identify ESG risks are discussed in the Double
Materiality Assessment section in this disclosure.
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DFI Retail Group Holdings Limited Annual Report 2024
ESG due diligence
ESG due diligence is a key component of risk management and is applied to major capital allocation. In the fourth
quarter of 2024, we launched shadow carbon pricing assessment, where we assessed the emissions impact related to
significant real estate transactions of new stores or leasing contract renewals by implementing a simulated carbon tax.
This assessment and associated potential financial impact are then considered by the Real Estate Committee for
decisions on new store expansions and the renewals of existing stores.
ESG policies
Governance policies
DFI established the following policies and guidelines among the others that govern the actions and behaviours of all
team members:
• Code of Conduct
• Anti-Corruption Policy
• Data Privacy Policy
• Speak Up Policy
• Information Security Policy
• No Gift and Entertainment Policy
• Personal Data Protection Policy
Furthermore, we have separately adopted a Supplier Code of Conduct setting out the requirement for our suppliers. By
upholding these policies, DFI aims to conduct business with integrity, transparency, and accountability, thereby aiming
to safeguard the interests of our stakeholders and upholding our reputation as a responsible corporate entity.
Sustainability policies
Our parent company, Jardine Matheson group, also established a comprehensive range of sustainability policies that
outlines its commitment to responsible and sustainable business practices:
• Climate Change
• Resources and Circularity
• Sustainability
• Diversity and Inclusion
• Human Rights
• Health and Safety
ESG materiality assessment
Double materiality assessment
In 2024, DFI engaged an independent party to enhance our stakeholder engagement and materiality assessment exercise
based on the principle of ‘double materiality’. We evaluated materiality based on impact to DFI’s financial performance
(financial materiality) and DFI’s impacts on the economy, environment and society (impact materiality). This allows us
to reshape our sustainable development strategy and effectively address current and anticipated risks and opportunities
across the DFI.
1. Identification
We conducted a comprehensive review to identify key ESG issues. With reference to DFI’s previous material ESG topics,
and leveraging insights based on peer benchmarking, industry trends, international reporting standards including GRI,
ISSB, European Sustainability Reporting Standards (ESRS), and material issues identified by ESG rating agencies, we have
updated the list material ESG issues.
2. Evaluation
Our stakeholder engagement exercise comprises a two-part approach, via an online survey and interviews discussions, for
relevant stakeholders to express their perspectives and concerns.
45
ESG Disclosure
Employees and suppliers were invited to participate in our online survey focusing on impact materiality. Through this
survey, respondents assessed and ranked ESG issues according to their understanding and perception on DFI’s impact
to the economy, environment and society.
To deepen our understanding of stakeholders’ evolving expectations, we conducted interviews to explore both impact
and financial materiality. We engaged a diverse range of stakeholders including Management Committee members,
senior management, key suppliers and business partners, investors, and NGO partners. Interviewees provided their
perception on the severity, scope, remediability and likelihood of DFI’s impact on ESG topics, and considered the likelihood
and magnitude on DFI’s financial performance and enterprise value. Interviewees also shared perspectives on areas of
opportunities, as well as their overall interest and concerns regarding potential material ESG issues relevant for DFI. To
better understand the focus areas and priorities of customers, insights were also leveraged from DFI’s internal documents
on customers’ consumption behaviour.
3. Validation
We utilised quantitative and qualitative inputs from stakeholders to develop the double materiality scorecard,
representing the relative importance of ESG issues within a broader context. This further supports and informs our risk
management framework, while guiding us to leverage opportunities that will arise from ESG topics in the future. A
validation workshop was conducted with senior management to present and endorse the double materiality results.
Time horizon
In assessing ESG topics, the scope of assessment follows different time horizons, with a time horizon being assigned to
each risk to assess the most relevant time scale. Short-term horizon (2027) to deal with immediate risks and within DFI
3-year planning cycle. Medium-term horizon (2030) to deal with more complex risks that aligns with targets set by DFI.
Long-term horizon (2030-2050) to deal with long-term risk with highest level of uncertainties and contribute to global
long-term goals such as Paris Agreement net zero by 2050.
Stakeholder engagement
DFI’s stakeholders include both internal and external interest groups that could influence our business or are notably
affected by our operations. We maintain regular engagement with these stakeholders through suitable channels.
Stakeholder Engagement method
Customers Customer surveys and customer sentiment research
Suppliers Supplier assessments, supplier code of conduct, and regular communication channels
Investors and shareholders Annual general meetings, result announcements, investor relations communications,
and sustainability reports
Community and
non-governmental
organisations (NGOs)
Partnerships, community outreach programmes, stakeholder consultations, and
collaboration on initiatives
Regulators and
government authorities
Compliance with regulations, participation in industry consultations, and
regular reporting
Industry associations
and trade unions
Participation in industry forums, collaboration on industry-wide initiatives, and
dialogue with trade unions
Academia and
research institutions
Collaborative research projects and knowledge sharing
Media and public Press releases, media interviews, social media engagement, and public events
Board of directors and
executive leadership
Board meetings, executive briefings, and regular reporting
46
DFI Retail Group Holdings Limited Annual Report 2024
Double materiality assessment results
After conducting a comprehensive double materiality analysis, we have identified the following topics as having high
financial and social impact.
Material issues
Climate change
Description Climate change leads to extreme weather events, rising sea levels, and disruptions in natural
ecosystems, resulting in challenges such as crop failures and increased frequency of natural
disasters. The shift toward a low-carbon economy involves changes in regulations, market
dynamics, and consumer behaviour.
Risk • Increased costs resulting from physical damage to goods and properties caused by extreme
weather events.
• Decreased revenue as a result of business disruption caused by store closure during severe
weather events;
• Increased operating costs from higher energy expenses and consumption for cooling to
maintain comfortable temperatures for customers and team members;
• Increased costs due to supply chain disruptions, such as crop failures;
• Increased costs associated with compliance with new climate-related regulations and
carbon mechanisms.
Opportunity • Cost savings benefited from successful investments in low-carbon technologies that enhance
energy efficiency.
Value chain
impacted
Upstream and own operations.
Time horizon Short-, medium-, and long-term.
Waste
Description Excess waste contributes to pollution, while also exacerbating climate change through greenhouse
gas (GHG) emissions from landfills and waste incineration. Increasing regulations aimed at reducing
waste and promoting recycling compel businesses to adopt sustainable practices, leading to
potential tariff on waste disposal.
Risk • Increased operating costs associated with adhering to environmental regulations and standards
related to waste management, resource utilisation, and circularity practices.
Opportunity • Cost savings related to the collection, processing, recycling, and disposal of waste, resulting from
successful implementation of resource management practices.
Value chain
impacted
Own operations.
Time horizon Short- and medium-term.
47
ESG Disclosure
Sustainable packaging
Description Consumers are increasingly asking for eco-friendly packaging solutions made from biodegradable,
recyclable, or reusable materials. Emerging regulations, such as producer responsibility schemes, can
hold manufacturers accountable for the entire lifecycle of their products.
Risk • Increased costs associated with potential compliance challenges with regulations, leading to
operational complexities in managing packaging waste throughout the product lifecycle.
Opportunity • Increased market share from eco-conscious consumers attracted to innovative packaging
solutions that are both sustainable and functional;
• Cost savings associated with material cost and transportation cost due to lighter and more
compact sustainable packaging.
Value chain
impacted
Upstream and own operation.
Time horizon Short- and medium-term.
Human capital
Description Team members prioritise competitive salaries, professional development, and career advancement
opportunities as essential factors in their employment decisions. Business needs to implement
effective strategies that address these expectations.
Risk • Higher turnover rate attributed to employees consistently exploring external job opportunities in
pursuit of more competitive compensation packages;
• Increased costs from recruitment, employee benefits, and training expenses.
Opportunity • Increased productivity across all aspects of operations through investments in training and
mentorship initiatives;
• Fostering a culture of creativity and continuous improvement through offering opportunities for
professional growth.
Value chain
impacted
Own operation.
Time horizon Short-, medium-, and long-term.
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DFI Retail Group Holdings Limited Annual Report 2024
Health and safety
Description Health and safety measures safeguard the physical and mental well-being of team members,
reducing the risk of workplace accidents, injuries, and illnesses. Improper health and safety
management reduce workforce productivity and increase absenteeism.
Risk • Increased costs for medical treatment, rehabilitation, and compensation for employees who
suffer workplace injuries or illnesses;
• Operation disruption caused by workplace incidents, leading to downtime, decreased
productivity, and potential damage to equipment and property;
• Increased costs related to non-compliance with health and safety regulations, including fines
and penalties;
• Reputational damage due to work-related safety incidents.
Value chain
impacted
Own operation.
Time horizon Short-, medium-, and long-term.
Product safety and quality
Description Ensuring the safety and quality of products leads to increased customer satisfaction and loyalty.
Overlooking product safety and quality management can be far-reaching, affecting not only the
revenue of an organisation but also its reputation and customer relationships.
Risk • Increased costs associated with product recalls resulting from safety or quality issues;
• Reduced market share due to reputational damage to the brand.
Opportunity • Increased market share by attracting customers’ attention and encouraging purchases through
improved product quality and greater value for their spending.
Value chain
impacted
Upstream and own operations.
Time horizon Short-, medium-, and long-term.
Supply chain management
Description Human rights issues in the supply chain, such as forced labor are prevalent in some markets, and we
are actively addressing these concerns. Additionally, tackling environmental issues within the supply
chain is crucial to our overarching goal of decarbonisation.
Risk • Increased cost due to supply chain interruption stemming from suppliers’ violations in social issues;
• Reduced market share associated with consumers boycott due to violation of social standards.
Value chain
impacted
Upstream.
Time horizon Medium- and long-term.
49
ESG Disclosure
Data privacy and cybersecurity
Description Data privacy measures safeguard individuals’ personal information from unauthorised access, use,
or disclosure. Organisations that overlook the protection of data can damage their reputation and
credibility in the eyes of the public or even result in regulatory non-compliance.
Risk • Increased cost in legal expenses because of increased legal proceedings associated with data
breaches or other cybersecurity incidents.
• Reputational damage due to the loss of trust in cybersecurity integrity.
Value chain
impacted
Own operation and downstream.
Time horizon Short- and medium-term.
Emerging material issues
Sustainable products
Description As the demand for sustainable products continues to rise, businesses face emerging risks associated
with this shift. Ethically source goods, services and materials that prioritise social and environmental
considerations throughout the supply chain and minimise other undesired impact to society are
being increasingly preferred by customers.
Risk • Consumer backlash from greenwashing and damage brand trust;
• Inability to offer appropriate products to eco-conscious customers.
Opportunity • Increased revenue through responsible procurement, which attracts sustainability conscious
consumers.
Value chain
impacted
Upstream and own operation.
Time horizon Long-term.
Health and nutrition
Description Develop and offer products with high nutritional quality and health benefits, tailored to meet
the expectations of consumers with increasing health awareness. This topic is a newly identified
emerging opportunity. As part of our strategic planning, we are developing roadmap to cater to
the needs of a growing consumer base that prioritises health and wellness.
Opportunity • Increased revenue due to successful adaptation to health-conscious customers’ demands;
• Enhanced brand reputation as a provider of quality products that promote well-being.
Value chain
impacted
Own operations and downstream.
Time horizon Long-term.
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DFI Retail Group Holdings Limited Annual Report 2024
Downstream
Value Chain
Throughout DFI, each of our local divisions
strives to create sustainable long-term value and
foster growth across our entire value chain. Our
impact extends beyond our stores and distribution
centres; our divisions collaborate with suppliers
and partners to enhance the sustainability of
supply chains, offering customers more of the
products they desire every day and a greater
range of quality choices to support their
well-being.
Own
Operation
Upstream
51
ESG Disclosure
Raw materials
Operating in Asia, DFI procures products from
numerous fragmented suppliers, who cultivate
raw materials or raise livestock for commodity
production. We collaborate across the industry
to build a more sustainable value chain. For
example, we are engaging farmers in Thailand
for low-carbon rice.
Production and transport
Raw materials are sourced and carefully combined, processed,
and packaged to produce our Own Brand products. These
products are shipped to our distribution centres or directly
to retail outlets. Our Own Brand line offers exceptional
value across a range of price points, tailored to meet local
preferences. Key initiatives to enhance the sustainability of
our supply chain include conducting supply chain audits on
Own Brand factories to ensure compliance with amfori BSCI
or equivalent standards, as well as promoting the use of
more sustainable plastic packaging.
Customers
Customers are at the heart of our value chain,
driving our commitment to deliver high-quality
products and exceptional services that meet
their evolving needs and preferences. We make
donations each year to support and develop the
communities we operate in.
Upstream
Downstream
Material Topics
1
7
9
Warehouse and distribution
Products are sent to our divisions’ distribution
centres, where they are organised for delivery to
stores, e-commerce fulfilment centres, pick-up
locations, and directly to customers’ homes.
In our distribution centres, we are focusing on
reducing packaging waste. We replaced plastic
wrap with reusable textile door for our pallet.
We also deployed carton recycling technology
to further divert waste from landfill. In terms of
logistics, we began the electrification of our fleet,
thereby reducing direct emissions.
Retail outlet
Our well-known local divisions have a network of outlets
delivering a quality shopping experience both in-store and
online. Additionally, we are expanding our sales activities
related to media and data insights, which encompass
digital advertising opportunities for B2B partners, enabling
us to create more personalised and relevant experiences
for customers. To safeguard data privacy of our customers,
we conduct regular third-party cybersecurity tests on our
system, ensuring that the data are not prone to hacking.
We have extensive programmes to reduce emissions across
outlets to make our store greener, such as a minimum green
equipment standard for new store expansion.
Own Operation
Material Topics
1
2
3
4
5
6
7
8
Material Topics
1
2
3
4
5
6
8
9
10
Material Topics
1
3
6
7
9
10
Material Topics
8
9
10
1 Climate Change
2 Waste
3 Sustainable Packaging
4
Human Capital
5 Health and Safety
6 Supply Chain Management
7 Product Safety and Quality
8
Cybersecurity and Data
Privacy
Material Topics
9 Sustainable Products
10
Health and Nutrition
Emerging Material Topics
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DFI Retail Group Holdings Limited Annual Report 2024
ESG risks and impact management programme
Environmental
Climate Change
Scope 1 emissions
The majority of DFI’s Scope 1 emissions stem from the leaking of cooling refrigerant, with a smaller portion attributed to
emissions from fuel combusted by company-owned vehicles, electricity generators or other equipments that directly burn
fossil fuels. Scope 1 emissions remained stable compared to 2023, primarily due to an increase in refrigeration gas leaks
being offset by ongoing investments made throughout the year. We expect most of the benefits associated with our 2024
investments to realise in 2025.
In 2024, DFI continued to upgrade refrigeration systems in its stores located in Hong Kong and Singapore. This initiative
incorporated advanced technologies designed to minimise gas leakage and enhance refrigeration efficiency. DFI
continues to innovate and develop more sustainable solutions, including natural gas and ultra-low Global Warming
Potential (GWP) refrigeration systems, through our Research and Development centre in Chung Hom Kok, Hong Kong.
DFI is taking a dual approach to reduce emissions from its fleet operations. This strategy involves optimising truck routes
and maximising load efficiency to decrease fuel consumption and emissions. Additionally, DFI is transitioning its fleet to
electric trucks, prioritising commercial viability. DFI already introduced larger electric trucks in Taiwan and Hong Kong,
demonstrating its dedication to environmentally friendly logistics practices.
Scope 2 emissions
DFI’s Scope 2 emissions are driven by electricity consumption. DFI is actively investing in energy-efficient technologies and
practices to reduce energy consumption in its stores. Key strategies include further enhancements to smart refrigeration and
air conditioning systems, roof insulation and EC Fans for efficiency. Additionally, DFI has introduced minimum requirements
and specifications for equipment tendering to improve equipment efficiency and reduce emissions, with plans to update
these specifications continuously as technology advances in this space.
In 2024, Scope 2 emissions decreased from 341 kt of carbon dioxide equivalent (CO
2
e) in 2023 to 328 kt CO
2
e, reflecting
the impact of continued investments in energy efficiency and related programs. However, these gains were partially
offset by an increase in ambient outdoor temperatures. As temperatures rise, there is a strong positive correlation with
increased energy consumption as refrigeration and air-conditioning systems work harder to keep our products and stores
safe and cool.
DFI’s dedication to carbon reduction extends beyond technological upgrades. It encompasses employee engagement and
empowerment as well. By offering energy efficiency training to team members, promoting eco-conscious behaviours, and
encouraging team involvement in decarbonisation initiatives, the Group cultivates a culture of environmental
responsibility. This operationalises its commitment to decarbonisation through collective action and behavioural change
within its workforce.
Scope 1 and 2 GHG emissions
Performance indicator
2024
kt CO
2
e
2023
kt CO
2
e
2022
kt CO
2
e
Total Scope 1 239 236 282
Total Scope 2 (market-based) 328 341 443
Total Scope 1 & Scope 2 (market-based) 567 577 725
Scope 1 & Scope 2 (market-based) intensity
Tonnes CO
2
e per US$m net sales 64 63 79
Note: The data underlined have been independently assured by PricewaterhouseCoopers.
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ESG Disclosure
Performance indicator
2024
Million
Gigajoules
2023
Million
Gigajoules
2022
Million
Gigajoules
Total energy consumption 2.52 2.59 3.09
Energy intensity
Gigajoules consumption per US$m net sales 284 282 337
Note: The data underlined have been independently assured by PricewaterhouseCoopers.
DFI established a target to reduce Scope 1 and 2 emissions by 50% by 2030 compared to 2021 levels, with an ambition of
achieving net-zero emissions by 2050, in line with the Paris Agreement’s 1.5°C scenario. Since 2022, DFI has invested over
US$30 million into climate initiatives to advance towards these targets. To continue mitigating climate risk, DFI allocated
an annual investment of US$15 million to US$20 million for 2025-2027 to bolster the objective for reducing Scope 1 and
2 emissions. Moving forward, we will continue to channel investments into sustainability projects, striving to balance
environmental stewardship with the affordability of our products.
In the interest of transparency and comparability, the table below presents the recalibrated performance data for our
continuing businesses only (i.e., excluding divested businesses).
Scope 1 and 2 GHG emissions — For continuing businesses
Performance indicator
2024
kt CO
2
e
2023
kt CO
2
e
2022
kt CO
2
e
(Base year)
2021
kt CO
2
e
% Change
2024 vs
2021
Total Scope 1 231 227 222 323 (28.5)
Total Scope 2 (market-based) 323 329 324 322 0.2
Total Scope 1 & Scope 2 (market-based) 554 556 546 645 (14.2)
Scope 3 emissions
Within our Scope 3 emissions, DFI identified Category 1 — Purchased Goods and Services as a major contributor,
comprising a significant portion of the total emissions. The Scope 3 reduction observed over the past three years can
largely be attributed to the divestment of our food businesses in Malaysia and Indonesia. At DFI, we prioritise our
customers and rely on a vast global supplier network to provide cost-effective products. The size and diversity of our
supplier network presents challenges in influencing, expanding, and monitoring decarbonisation efforts. As a Asia retailer,
a majority of our purchases are sourced from Asia-based suppliers where the industry is fragmented and developing.
In certain operational regions, governmental climate actions do not align with our commitments, creating additional
obstacles to decarbonising our value chain. Customer action is also crucial, yet bridging the gap between behaviour and
action is complex. Numerous individual and societal factors are beyond our direct influence, necessitating a
comprehensive approach to address these challenges.
Reducing emissions across the value chain, therefore, requires active participation from governments, close collaboration
with suppliers, and effective communication with customers. In 2024, with the assistance of an external party, we developed
a structured transition plan for Scope 3 emissions, concentrating on four priority categories (rice, dairy, beef, and coffee).
Strategies include collaborating with suppliers on decarbonisation strategies and transitioning to lower-emission sourcing
regions. We will first focus on our Own Brand products where we have more direct control and can have a more significant
influence. Additionally, DFI aims to partner with coalitions of retailers to collectively tackle challenges in commodities and
implement scalable, cost-effective industry- wide solutions.
54
DFI Retail Group Holdings Limited Annual Report 2024
DFI initiated a sustainable rice cultivation project in Thailand in 2024 in response to the pivotal role rice plays in Asian diets
and its significant carbon footprint within our Scope 3 emissions. Through collaboration with industry partners, consultants,
and verification entities, we provided trainings to farmers to promote Alternate Wetting and Drying (AWD) farming
techniques, aiming to enhance water efficiency and potentially reduce methane emissions by up to 50%. The data collection
is also overseen by university professors. We target to launch 200 metric tons of Own Brand low-carbon rice in Hong Kong in
2025 to raise public awareness.
Performance indicator
2024
kt CO
2
e
2023
kt CO
2
e
2022
kt CO
2
e
Total Scope 3 3,277 3,438 3,619
Waste
DFI is dedicated to minimising the waste generated during our operations. Our waste diversion target is to achieve an
80% reduction by 2030. This year, DFI’s waste diversion rate increased from 56% in 2023 to 61%, demonstrating a steady
trend toward our waste reduction commitment. This improvement in waste diversion was attributed to a refinement of
our data collection methods, accurately capturing our recycling efforts and notable improvements in our distribution
centres, where diversion rates rose from 73% to 82% in 2024.
Recognising waste as a pressing environmental concern, DFI is actively concentrating on diminishing paper, plastic, and
food waste. We further strengthened our paper recycling effort by enhancing cardboard collection frequency and segregating
paper waste for further recycling. In addressing plastic waste, we transitioned from plastic wrap to reusable textile pallet
wrap whenever feasible and are exploring options with reduced plastic content where replacement is challenging. To tackle
food waste, several impactful initiatives have been put into action. We collaborated with NGOs to donate over 330 tonnes
of non-perishable and soon-to-expire food items in 2024. We also participated in the Environmental Protection Department’s
food waste collection programme, diverting food waste to Opark1 for biogas production, and started collaborating with
a local biofuel company in the second half of the year to explore the use of trimmed meat fat and transforming into
biodiesel for our operations. We also introduced the Coffee Grounds Upcycling Programme, collaborating with partners
such as Foodlink Foundation and Bottle of Bread (BOB) to repurpose used coffee grounds into nutrient-rich fertiliser
and pale ale. We also launched Group-wide behavioural change training campaigns that promote effective recycling
practices, encourage the use of reusable items such as water bottles and coffee cups, and minimise the office waste.
Performance indicator
2024
tonnes
2023
tonnes
2022
tonnes
Disposed Waste 30,110 27,758 38,451
– Paper 4,684 6,302 6,691
– Plastic 212 185 310
– Food waste 17,599 14,450 20,776
– General Waste 6,524 5,654 9,248
– Others 1,091 1,167 1,426
Diverted Waste 48,162 35,799 36,769
– Paper 40,886 28,104 29,963
– Plastic 734 392 529
– Food waste 2,084 1,895 566
– General Waste 3,585 5,200 5,484
– Others 873 208 227
Total Waste 78,272 63,557 75,220
Diverted waste % 61% 56% 48%
55
ESG Disclosure
Sustainable packaging
Responsible and ethical sourcing resources are dedicated to exploring sustainable packaging and alternative solutions.
This involves investigating innovative materials that minimise environmental impact, such as biodegradable,
compostable, and recyclable options. Our subject matter experts collaborate with suppliers and industry experts to
identify technologies that enhance packaging performance while reducing waste.
Recyclable plastic packaging
DFI is actively investigating alternative packaging materials to minimise our environmental impact. We set an ambitious
target for our Own Brand plastic packaging to achieve 100% recyclability by Stock Keeping Unit (SKU) count by 2030,
contingent on the availability of appropriate packaging technologies that ensure product safety and quality. This
commitment underscores DFI’s dedication to reducing plastic waste and promoting sustainable packaging solutions.
As a member of the Consumer Goods Forum and Plastic Waste Coalition, DFI endorsed six of the Consumer Goods
Forum’s Golden Design Rules, which guide us in optimising our packaging for recyclability. These rules include strategies
such as enhancing recycling value in PET bottles, eliminating problematic elements, increasing recycling value in PET
trays, improving recycling value in rigid HDPE and PP, reducing virgin plastic in B2B packaging, and providing on-pack
recycling instructions.
In 2024, DFI’s percentage of Own Brand products with plastic packaging that is recyclable by SKU remained stable. This
was due to a commercially driven range reset in 2024, resulting in changes of total number of SKUs. The roadmap for
improving packaging recyclability was reviewed and was being adjusted, allowing us to realign and accelerate our
progress toward the 2030 target.
Performance indicator 2024 2023
Own Brand products with plastic packaging that is recyclable (% of SKUs) 57% 57%
Note: The data underlined have been independently assured by PricewaterhouseCoopers.
Sustainable products
DFI recognises the vital importance of sustainable food production and sourcing as an emerging ESG issue and risk. As a
food retailer operating in Pan-Asian markets, we could foster positive change in these areas. In response to the growing
environmental awareness among consumers, we have implemented various initiatives and sustainable sourcing practices
across our Own Brand product lines:
• Sustainable Seafood: All our Own Brand canned tuna products are sourced from fisheries certified by the Marine
Stewardship Council (MSC). This certification by the MSC certifies that seafood is obtained from sustainable and
well-managed fisheries.
• Sustainable Cocoa: Our Meadows Gold Chocolate products are certified by the Rainforest Alliance, ensuring that
the cocoa used is sourced sustainably, which supports biodiversity conservation and fair treatment of farmers.
• Sustainable Coffee: The coffee beans used in our 7Café locations in Singapore, Hong Kong, and Macau are also
certified by the Rainforest Alliance. This certification ensures that the coffee is grown using sustainable practices
that protect the environment and support the livelihoods of coffee farmers.
• Paper Products: DFI is committed to ensuring that 100% of our grocery paper products are FSC™-certified by 2028,
reflecting our dedication to reducing waste and promoting responsible sourcing across our operations.
The percentage of DFI’s Own Brand products with sustainability certifications by SKU in the selected categories increased
from 24% in 2023 to 28% in 2024, indicating an upward trend. This increase can be attributed to DFI offering a greater
number of SKUs that have received sustainability certifications.
Performance indicator 2024 2023 2022 Scope
Percentage of Own Brand products with
sustainability certifications (% of SKUs)
28% 24% 11% Own Brand pre-packaged products
within selected categories
56
DFI Retail Group Holdings Limited Annual Report 2024
Social
Human capital
Talent development and training
DFI aims to upskill our workforce to meet our objectives effectively. In 2024, DFI team members achieved an average
of 16.6 training hours per team member, surpassing the target set at 14 hours. We provided a range of training courses
covering values training, leadership skills, and a wide array of emerging skills such as data analytics and AI for Business.
One-off training sessions due to new technology rollouts contributed to the increase in training hours, which are not
recurring. Therefore, DFI will maintain the target at 14 hours.
Performance indicator
2024 2023 2022
Team members average training hours
16.6 13.6 13.7
Team members benefits and retention
Due to the nature of the retail business, DFI aims at maintaining a turnover rate at or below 27%. In 2024, our voluntary
turnover rate decreased from 27% in 2023 to 22%. This improvement was attributed to our dedicated efforts to enhance
team member benefits and retention, alongside the macroeconomic environment in the Chinese mainland and Hong Kong.
In order to retain our team members, DFI conducts regular reviews and benchmarking of our employment, remuneration
and benefit policies, allowing us to make necessary adjustments to ensure market competitiveness. Additionally, we
continuously offer a wide range of development opportunities and actively implement initiatives to improve overall
employee experiences. These strategic efforts have been instrumental in fostering employee retention and enhancing
overall satisfaction.
Performance indicator 2024 2023 2022
Full-time team members turnover rate (voluntary) 22% 27% 30%
Diversity
In 2024, DFI maintained a gender diversity rate of 65% across all team members, a figure that aligns with our goal.
The slight decrease in diversity within senior leadership can be traced back to internal restructuring, specifically the
consolidation of roles, resulting in a reduction in the percentage of female senior management positions. As a business
serving a predominantly female customer base, it is crucial to ensure that our team composition reflects the diversity
of our customers. This underscores the importance of improving diversity within our organisation. Our commitment
to gender diversity remains steadfast as we navigate organisational changes, striving towards a more equitable and
supportive workplace for all.
Performance indicator 2024 2023 2022
Team members diversity
Male 35% 35% 36%
Female 65% 65% 64%
By gender
Total 45,308 (100%) 47,465 (100%) 48,110 (100%)
Senior leadership diversity
Male 63% 62% 65%
Female 37% 38% 35%
Note: The data underlined have been independently assured by PricewaterhouseCoopers.
57
ESG Disclosure
Gender pay equity
DFI recognises the significance of gender equity and took a proactive approach to review and monitor gender pay equity
across all our major markets and businesses. DFI is continuing to make progress to bridge observed pay gaps and towards
gender pay equality. This year, a group-wide gender compensation review was conducted, marking the first time we have
monitored, measured and reviewed the gender pay gap across the entire organisation.
Performance indicator Median Mean
Gender pay indicator
Management 0.98 0.95
Non-management 0.98 0.97
All team members 0.98 0.97
Health and safety
DFI saw an improvement in workplace safety. Our work-related fatality rate remained at nil, as there were no work-related
fatalities in 2024. Additionally, our recordable and lost time injury rates decreased from 1.41 to 1.32 and 1.02 to 0.84,
attributed to a reduction in injury cases resulting from more effective health and safety measures and improvements in
man-hours data quality. Despite the improving performance, we continue to implement measures to encourage the
reporting of injuries. We are committed to establishing a safe workplace that supports the well-being and success of our
team members while adhering to all Health and Safety (H&S) regulations across our operating regions.
DFI also has H&S requirements under our Supplier Code of Conduct, where suppliers must ensure that their workers have
a safe and healthy work environment, subject to a robust health and safety management system that is compliant with
all governing health and safety laws and regulations and is aligned with applicable international standards and industry
best practice. To ensure the safety of contractors, we have implemented a third-party management programme. In 2024,
a comprehensive third-party review of our Health & Safety practices was commissioned, enabling us to benchmark our
performance against local and global peers.
Performance indicator 2024 2023 2022
Work-related fatalities rate
0.00 0.00 0.00
High-consequence work-related injury rate
0.02 0.02 n/a
Recordable work-related injury rate
1.32 1.41 1.48
Lost time injury rate 0.84 1.02 1.17
Note: The data underlined have been independently assured by PricewaterhouseCoopers.
58
DFI Retail Group Holdings Limited Annual Report 2024
Supply chain management
In 2024, we achieved 100% of DFI’s Own Brand production facilities located in high-risk countries being audited against
amfori BSCI or equivalent ethical standards, meeting our target of ensuring all Own Brand supplying factories meet DFI’s
ethical requirements by 2024, and we will ensure new factories of Own Brand products meet the same requirements.
DFI supply chain management is overseen by the Sustainability Committee and is the responsibility of DFI’s Technical
team. DFI implemented measures to set goals, monitor key indicators, and share best practices with our teams and
suppliers. It is critical for DFI’s team members to recognise social and environmental issues in the supply chain. DFI offers
a range of social and sustainability related training for team members engaging in supplier assessment activities and
provides assessment standard training on a regular basis to continuously raise the level of team members competencies
in assessing suppliers.
Performance indicator 2024 2023 2022
Factories (in high-risk countries) supplying Own Brand products audited
against amfori BSCI or equivalent standards (cumulative)
100% 94% 44%
Governance
Product safety and quality
In 2024, 85% of our Own Brand food factories were third-party audited against a globally recognised food safety
approved schemes, under the Global Food Safety Initiative (GFSI). The remaining 15% of food factories, which do
not hold a globally recognised certification, were audited by a nominated third-party according to DFI audit scheme.
In addition to this, as a pre-requisite, all Own Brand production facilities must acknowledge that they comply with DFI’s
Supplier Technical Standard. From here, before the launch of any Own Brand product, each item undergoes internal
assessment and validation by a third-party accredited laboratory to ensure quality, safety, and legal compliance. While
the launch phase is critical for introducing a product to the market, ongoing post-launch surveillance is essential. Our
post-launch surveillance programme includes monitoring manufacturing and product compliance, allowing DFI to
continuously identify and address emerging issues and opportunities for improvement. In the event of a product recall
or withdrawal, our procedures outline the necessary steps to minimise potential risks and swiftly remove the product
from the market.
Performance indicator 2024 2023 2022
Factories of Own Brand food products with a globally recognised food
safety audit certification
85% 81% 67%
59
ESG Disclosure
Cybersecurity and data privacy
Cybersecurity
DFI reported no confirmed cases of cybersecurity breaches in 2024. This achievement could be attributed to our
continuous investment in cybersecurity initiatives and the implementation of an effective cybersecurity program.
With robust cybersecurity measures, DFI safeguarded the personal information of employees, customers, and partners,
thereby preserving stakeholder confidence and avoiding potential legal repercussions. Additionally, strong cybersecurity
practices ensured business continuity by minimising disruptions from cyber threats and mitigating financial losses
associated with breaches. For example, DFI has measures in place to monitor and respond promptly to data breaches
and cyber-attacks, including incident response plans designed to minimise the impact of potential breaches. Details of
our cybersecurity programme can be found in our Sustainability Report.
Data Privacy
DFI had no confirmed cases of data privacy breaches in 2024. This success can be attributed to our robust data privacy
programmes and effective risk governance practices.
DFI recognises the importance of protecting personal data to maintain strong, trusting relationships with our customers
as well as our team members, and we have data privacy programme in place to protect personal data. For example,
DFI conducts regular risk assessment and internal audits to assess compliance with the technologies and practices
that involves the handling of personal data. These audits evaluate the effectiveness of our privacy practices, ensuring
that we adhere to established standards and regulations. Details of our data privacy programme can be found in our
Sustainability Report.
Tax governance
Demonstrating strong tax governance practices and responsible tax behaviour aligns with the broader goals of
sustainable and responsible business practices. Despite not being classified as a material topic as its impacts and risks are
effectively managed, we are disclosing it because of its importance.
DFI total tax contribution remained stable in 2024. In addition to income tax contributions, DFI also plays a role in
the development of countries through various other taxes. Activities across the Group generate a range of direct and
indirect taxes, including corporate income taxes, property taxes, sales taxes, employer payroll taxes, and social security
contributions. We consider compliance with relevant tax laws and regulations as essential to sustainable business
practices and aligned with our responsibilities as a good corporate citizen. We ensure that all necessary tax returns
are submitted on time and that the correct amounts are paid by the due dates.
Given the complexities of taxation and the rising obligations associated with global minimum taxation initiatives,
increased transparency can lead to greater scrutiny and reputational risks. To manage these challenges, the Group
operates a risk-based system of controls, processes, and training aimed at minimising tax-related errors. We maintain
a low tolerance for tax uncertainty and engage with tax authorities in a timely and transparent manner.
The Group Finance team, composed of experienced tax professionals, oversees the Group Tax function and provides
support to the Finance and People & Culture teams of our group companies. Together, they share the collective
responsibility of ensuring that the Group adheres to appropriate tax accounting treatments and reporting standards.
Tax Contribution
Performance indicator 2024 2023 2022
Tax contribution (US$m) 123 118 127
Note: The data underlined have been independently assured by PricewaterhouseCoopers.
60
DFI Retail Group Holdings Limited Annual Report 2024
ESG performance table
1,2
Environment
Data Unit 2024 2023 2022
Climate Change
Total Scope 1 & 2 (market-based) kt CO
2
e 567 577 725
Scope 1 & Scope 2 (market-based) intensity kt CO
2
e per
US$m net sales
64 63 79
Total Scope 1 & 2 (location-based) kt CO
2
e 567 577 725
Scope 1 & Scope 2 (location-based) intensity kt CO
2
e per
US$m net sales
64 63 79
Total Scope 1 kt CO
2
e 239 236 282
Refrigerants kt CO
2
e 231 228 274
Fuel for own trucks kt CO
2
e 8 8 8
Total Scope 2 (location-based) kt CO
2
e 328 341 443
Electricity (location-based) kt CO
2
e 328 341 443
Total Scope 2 (market-based) kt CO
2
e 328 341 443
Electricity (market-based) kt CO
2
e 328 341 443
Total Scope 3 kt CO
2
e 3,277 3,438 3,619
Category 1 kt CO
2
e 2,174 2,307 2,387
Category 2 kt CO
2
e 34 57 106
Category 3 kt CO
2
e 127 130 163
Category 4 kt CO
2
e 24 45 29
Category 5 kt CO
2
e 18 20 31
Category 6 kt CO
2
e 5 5 3
Category 7 kt CO
2
e 34 30 35
Category 9 kt CO
2
e 72 64 2
Category 11 kt CO
2
e 53 51 59
Category 12 kt CO
2
e 176 158 144
Category 14 kt CO
2
e 72 78 79
Category 15 kt CO
2
e 488 493 581
Total energy consumption million Gj 2.52 2.59 3.09
Fuel million Gj 0.11 0.11 0.11
Electricity million Gj 2.41 2.48 2.98
Total energy intensity Gj per US$m
net sales
284 282 337
Note 1: The data underlined have been independently assured by PricewaterhouseCoopers.
Note 2: Certain data are restated according to restatement policy, please refer to Methodology section for details.
61
ESG Disclosure
Data Unit 2024 2023 2022
Waste
Total waste tonnes 78,272 63,557 75,220
Total disposed waste tonnes 30,110 27,758 38,451
Product waste (food) tonnes 17,599 14,450 20,776
Product waste (non-food) tonnes 918 910 1,111
General waste tonnes 6,524 5,654 9,248
Paper tonnes 4,684 6,302 6,691
Plastic tonnes 212 185 310
Polyfoam tonnes 173 257 315
Total diverted waste % 61% 56% 48%
Total diverted waste tonnes 48,162 35,799 36,769
Product waste (food) tonnes 2,084 1,895 566
Product waste (non-food) tonnes 635 n/a n/a
General waste tonnes 3,585 5,200 5,484
Paper tonnes 40,886 28,104 29,963
Plastic tonnes 734 392 529
Polyfoam tonnes 238 176 191
Electronic Waste
3
tonnes 0 32 36
Diverted waste by method tonnes 48,162 35,799 36,769
Recycled tonnes 43,285 32,670 35,223
Reused tonnes 2,793 1,234 980
Donated tonnes 2,084 1,895 566
Sustainable Packaging
Own Brand products with plastic packaging
that is recyclable
% of SKUs 57% 57% n/a
Sustainable Products
Percentage of Own Brand products with
sustainability certifications
% of SKUs 28% 24% 11%
Note 3: The data indicates a type of hazardous waste. The reported figure of 0 is resulted from rounding issue. The actual figure is 0.37 tonnes.
62
DFI Retail Group Holdings Limited Annual Report 2024
Methodology
Scope 1 & 2 emissions and energy consumption
DFI’s GHG emissions and energy consumption are calculated and consolidated in accordance with GRI 305: Emissions and
GRI 302: Energy standards respectively and are aligned with the GHG Protocol Corporate Accounting and Reporting
Standard. Additionally, DFI considers guidance from IFRS S2 Climate-related Disclosures to ensure a robust and
transparent quantification of its GHG emissions.
Scope 1 Emissions
Scope 1 GHG emissions arise from the burning of fuels and the leaking of cooling refrigerant. The amount of fuel burned is
derived from the amount of fuel purchased, while refrigerant leakage is estimated based on the total weight (in kilograms)
of refrigerant DFI purchased, aggregated by store, market and business, as documented in the invoices for all purchased
refrigerant gas.
Scope 1 GHG emissions are calculated using emission factors published by the UK Department for Environment, Food and
Rural Affairs (Defra). The Global Warming Potential (GWP) values over a 100-year time horizon published in the
Intergovernmental Panel on Climate Change’s (IPCC) Sixth Assessment Report (AR6) are applied to calculate the impact
of each gas purchased relative to one unit of CO
2
. During the reporting period, emissions from sources such as fugitive
emissions from fire extinguishers are considered immaterial, and therefore are not reported.
Scope 2 Emissions
Scope 2 GHG emissions encompass those generated from the production of purchased or acquired electricity. During the
reporting period, emissions from heating, cooling, or steam are considered immaterial, and therefore are not reported.
Starting from this Reporting period, DFI reports both market-based and location-based Scope 2 emissions:
• When calculating Scope 2 GHG emissions using the location-based approach, emissions factors from regional/
national sources such as the Energy Market Authority of Singapore and the Ministry of Ecology and Environment
of the People’s Republic of China, or the International Energy Agency (IEA) are applied.
• When calculating Scope 2 GHG emissions using the market-based approach, emission factors are conveyed through
purposely purchased contractual instruments between DFI or it’s subsidiaries and energy provider. Market-based
emissions will be equivalent to location-based emissions, if no deliberate selection of electricity supplier is made and
if no contractual arrangements have been made related to renewable energy attributes.
Energy Consumption
Energy consumption encompasses the total usage of stationary and mobile fuel, as well as electricity. This data is
primarily gathered from actual electricity bills collected from the majority of markets. When purchase data is unavailable,
energy consumption is estimated using an analytical approach based on electricity expenditure.
Energy consumption is calculated using conversion factors published by UK Defra.
Reporting Boundary and Tracking
GHG emissions are measured at the store level and reported monthly. Progress against annual targets is tracked, with
these targets forming the pathway to achieving net-zero GHG emissions.
The reporting scope for Scope 1 and Scope 2 includes DFI and its subsidiaries, with the exception of franchised stores
which are included in Scope 3 emissions. The accounting treatment of divestments and acquisitions is in line with the
composition reflected in the group financial statements reporting. 2022 Scope 1 and Scope 2 emissions and energy
consumption have been restated to align with this reporting boundary.
Emissions from divested businesses are not included in the Scope 1 and Scope 2 figures reported for target tracking
purposes.
63
ESG Disclosure
Scope 3 emissions
DFI acknowledges the inherent challenges in tracking and accurately calculating Scope 3 emissions, particularly given the
complexity of working with a large network of vendors who source materials and ingredients from diverse suppliers across
the globe.
Scope 3 emissions are calculated based on a wide range of activity data, assumptions, and emission factors. In general,
the majority of the categories’ emissions is calculated using the latest Environmentally Extended Input-Output (EEIO)
emissions factors. The details of the specific methodology for calculating and consolidating emissions for each applicable
Scope 3 category are detailed below:
• Category 1 Purchased Goods and Services: emissions are calculated based on the relevant emissions from 1)
purchased food items, 2) purchased non-food items, including hardline products and 3) services purchased by DFI;
• Food items – Except for IKEA food products, DFI adopts an activity-based approach to calculate the Category 1
emissions of food products. The calculation incorporates both Forest, Land and Agriculture (FLAG) and non-FLAG
emissions, which include the packaging, manufacturing/processing, and transportation of food items. FLAG emissions
are those associated with land use change and land management activities, such as agricultural practices. The
methodology for FLAG emissions multiplies the weight of food products by agricultural emission factors. Non-FLAG
emissions are those related to the processing, packaging, and transportation of food products, calculated using
non-FLAG emission factors;
• DFI uses emission factors extracted primarily from Agribalyse 3.1.1, which accounts for 95% of the products. The
remaining 5% of the products use emission factors sourced from other databases and scientific research papers.
Agribalyse, recognised by the GHG Protocol as one of the ‘Land Sector Calculation Resources’, is the most
comprehensive food-related emissions database available;
• For food products sold at IKEA, where specific food data is unavailable, emissions are extrapolated based on 2021
emissions data, using sales as a proxy;
• Non-food (hard goods and purchased services): Emissions are calculated by multiplying the purchase values of
hardline and non-food products, as well as the costs of purchased services, with EEIO cradle-to-gate emission factors;
• Category 2 Capital Goods: Emissions are calculated by multiplying capital-related spend (including new store
development, store refurbishment, facilities management, distribution centre, processing and IT software) with
EEIO emission factors;
• Category 3 Fuel- and energy-related activities: Emissions are calculated by multiplying the quantity of purchased
electricity and fuel consumption with the upstream fuel- and energy-related emission factors provided by Defra.
Regional emission factors for each relevant market are applied;
• Category 4 Upstream transportation: Emissions are determined by applying DFI’s upstream and downstream logistics
spending to relevant EEIO emission factors and supplementary factors based on comprehensive research. Where specific
data is unavailable, emissions are estimated using sales data, referencing the most recent year’s emission figures;
• Category 5 Waste generation: Emissions are calculated by multiplying the quantity of waste, categorised by type and
disposal method, with the corresponding Defra’s emission factors;
• Category 6 Business travel: Emissions are calculated by multiplying the relevant business travel spend with the
applicable EEIO factors;
• Category 7 Employee commuting: Emissions are calculated using weighted average commute emission factors by
region, considering the average commute distance and all travel modes used by employees;
• Category 9 Downstream transportation and distribution: Emissions are calculated by multiplying sales from external
delivery platforms with the applicable EEIO factors;
• Category 11 Use of sold products and Category 12 End-of-life treatment of sold products: Disposal method by
country is considered to apply different emission factors;
• Category 14 Franchises: Scope 1 and Scope 2 emissions from convenience franchises in The Chinese mainland,
Hong Kong and Macau, and Singapore are included;
• Category 15 Investments: Calculation is based on the most recent available information for Yonghui, Robinsons Retail
Holdings Inc., Maxim’s, and Guardian Vietnam; where data is unavailable, sales-based proxies have been utilised.
Out-of-scope categories
Reporting of the following Scope 3 categories has been excluded:
• Category 8 Upstream leased assets – covered in Scope 1 and 2 emissions;
• Category 10 Processing of sold products – no intermediate products sold to customers;
• Category 13 Downstream leased assets – only few assets leased to others.
64
DFI Retail Group Holdings Limited Annual Report 2024
Note on 2022 scope 3 emissions
DFI calculated 2021, 2023 and 2024 Scope 3 emissions using actual spending and weight data, ensuring an accurate
representation of emissions for those years. For 2022, the full-year inventory was estimated using an analytical approach
based on the 2021 inventory, leveraging spend data to model emissions.
Reporting boundary
The reporting scope for Scope 3 emissions includes DFI and its subsidiaries for the entire reporting period. The accounting
treatment of divestments and acquisitions is in line with the composition reflected in the group financial statements
reporting. The 2022 and 2023 Scope 3 emissions were restated to ensure alignment with our updated ESG accounting policy.
Waste
DFI established a waste methodology to track both waste disposal and waste diversion, classifying waste into two main
types: Product Waste (Food and Non-Food) and Non-Product Waste (General Waste, Paper, Plastics, Polyfoam and
Hazardous). The key elements of the methodology include:
Total Waste
• The product waste (both food products and non-food products) includes the net weight, which is based on store
shrinkage records and primary packaging waste, which is estimated using proxy data provided by an external waste
consultant in Hong Kong. This proxy was updated in 2023 based on site visits (both store and distribution centres) and
surveys with store managers. This data is then extrapolated to estimate primary packaging weight in other markets;
• For non-product waste, data at distribution centres is based on invoice data obtained directly from waste collectors.
In stores, it is estimated by weighing specific sample products in the Chinese mainland, Hong Kong, and Singapore
as a proxy supported by an external waste consultant, then extrapolating this data to other markets. In 2024, total
paper (i.e. carton boxes) and polyfoam waste in Hong Kong is determined by the quantity dispatched from distribution
centres to stores, assuming that all carton boxes and polyfoam sent are to be managed at the store level;
• For plastic, it is based on the weight of plastic wrap calculated using actual purchase records and actual recordings
of plastic trays purchased in distribution centres.
Waste Diverted
• For product waste, DFI tracks the product waste diversion weight through the NGO or government actual receipts or
equivalent supporting of donated or recycled waste;
• For non-product waste, diversion data at distribution centres is based on invoice data obtained directly from
collectors. In stores, DFI relies on the proxy for the diversion rate of non-product waste based on site visits and survey
with store managers. In 2024, the diversion data of paper and polyfoam in Hong Kong is based on direct reporting
from store managers who deal with the waste on a day-to-day basis;
• For the plastic wrap diverted amount, DFI conducts sampling of the recycled waste types during site visits and surveys
and extrapolates based on sales activity of selected stores. For the plastic trays diverted, it is based on actual receipts
of plastic collected for diversion in distribution centres;
• Hazardous waste, which includes batteries and toner cartridges generated from our distribution centre, is tracked
based on invoice data to determine the diverted amount.
Our waste figures in 2022 and 2023 have been restated to incorporate divestment figures to align with ISSB standards
and reclassification of our waste types. Additionally, the 2022 and 2023 product waste (non-food) diverted were restated
from zero to n/a to maintain data integrity, as limited data availability made accurate reporting unfeasible.
Sustainable packaging
For a packaging or packaging component to be reported recyclable, three conditions must be met. Firstly, its successful
post-consumer collection, sorting, and recycling must be proven to work practically and at scale. Secondly, no materials
or components should disrupt the recycling system. Thirdly, every part of the plastic packaging must be recyclable. The
current data excludes all 7-Eleven and IKEA operations, and we aim to address the gap in 2025.
Sustainable product
We consider the number of Own Brand products (by SKU) that have received globally recognised sustainability certifications
in the selected categories only, which include seafood, palm oil, eggs, coffee, cocoa, and paper. For paper SKUs, we consider
SKUs with recycled paper in addition to sustainability certifications. The scope of these certifications covers a range of
aspects such as protecting the environment, communities, human welfare and wildlife, and safeguarding animal welfare.
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ESG Disclosure
Social
Data Unit 2024 2023 2022
Human Capital
Talent Development and Training
Team members average training hours hours 16.6 13.6 13.7
Team Members Benefits and Retention
Full-time team members turnover rate
(voluntary) % 22% 27% 30%
Total team members number 45,308 47,465 48,110
Diversity
Gender
Male % 35% 35% 36%
Female % 65% 65% 64%
Age group
Below 30s % 32% 33% 34%
30s-50s % 47% 47% 47%
Above 50s % 21% 20% 19%
Work region
Hong Kong % 44% 43% 39%
Macau % 4% 4% 4%
Chinese mainland % 13% 14% 14%
Singapore % 13% 13% 12%
Indonesia % 9% 10% 10%
Others % 17% 16% 21%
Job type
Permanent % 88% 86% n/a
Temporary % 12% 14% n/a
Full-time % 63% 62% 66%
Part-time % 37% 38% 34%
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DFI Retail Group Holdings Limited Annual Report 2024
Data Unit 2024 2023 2022
Total new hires number 20,632 26,622 26,704
Below 30s % 64% 60% 62%
30s-50s % 28% 30% 30%
Above 50s % 8% 10% 8%
Senior leadership diversity
Male % 63% 62% 65%
Female % 37% 38% 35%
Gender pay equity
Management (median/average) ratio 0.98/0.95 n/a n/a
Non-management (median/average) ratio 0.98/0.97 n/a n/a
Total team members (median/average) ratio 0.98/0.97 n/a n/a
Health and Safety
Number of hours worked million hours 89.1 83.7 86.1
Fatalities number 0 0 0
Fatalities rate per 200,000
hours worked
0.00 0.00 0.00
High-consequence work-related injuries number 11 7 n/a
High-consequence work-related injuries rate per 200,000
hours worked
0.02 0.02 n/a
Recordable work-related injuries number 588 592 636
Recordable work-related injuries rate per 200,000
hours worked
1.32 1.41 1.48
Lost time injuries number 376 426 504
Lost time injuries rate per 200,000
hours worked
0.84 1.02 1.17
Supply Chain Management
Factories (in high-risk countries) supplying
Own Brand products audited against amfori
BSCI or equivalent standards (cumulative)
% 100 94 44
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ESG Disclosure
Methodologies
Team members training
Training is defined as any type of knowledge-based and skills-based session, attended by team members on a compulsory
or voluntary basis. The number of training hours include in-person sessions, and virtual sessions delivered on internal
e-learning platforms. For fundamental topics, all team members are required to attend at the start of their employment
contract, followed by periodic compulsory refresher training.
When calculating the average training hours per team member, part-time team members are counted as 0.5 of a
full-time equivalent (FTE). The total number of team members used in the calculation is based on the year-end
headcount. For divested businesses, the calculation uses the FTE count as of their final day before divestiture. The
reporting scope for team members training includes DFI and its subsidiaries (excluding franchised stores) for the entire
reporting period. The 2022 diversity data has been restated to ensure alignment with the updated ESG accounting policy.
Team members turnover
Turnover includes only full-time team members that have chosen to leave the company voluntarily. Turnover percentage
refers to the number of leavers as a percentage of the average number of team members within the calendar year. The
reporting scope for team members turnover includes DFI and its subsidiaries (excluding franchised stores) for the entire
reporting period. The 2022 diversity data has been restated to ensure alignment with the updated ESG accounting policy.
Team members diversity
A thorough process is put in place to extract data from our People & Culture system, which automatically calculates
the metrics disclosed. Senior leadership is defined as Grade 16 or above according to the Willis Towers Watson Global
Grading System, which we have matched to the DFI grading system for direct comparison. Permanent team members are
contracted for full time or part time work for an indeterminate period, while temporary team members are contracted for
a defined duration. The reporting scope for team members diversity includes DFI and its subsidiaries (excluding franchised
stores) as of year end 2024. The 2022 diversity data has been restated to ensure alignment with the updated ESG
accounting policy.
Gender pay ratio
The gender pay gap is determined by the ratio of the median or average base salary of female team members to that of male
team members. A figure below 1 indicates that male team members generally receive higher pay, and vice versa. Median
and average calculations are headcount-weighted averages by job band and by market. This calculation includes all full-time
team members but excludes franchisee’ workers. The data is as of November 2024.
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DFI Retail Group Holdings Limited Annual Report 2024
Health and safety
DFI follows a structured methodology to track and report Occupational Health and Safety (OHS) performance. The key
elements of the methodology include:
• Work-related injuries are defined as negative impacts on health arising from exposure to hazards at work;
• Lost time injuries are defined as work-related injuries or illnesses that result in an employee being unable to perform
their regular work duties for at least two scheduled workdays including the day of the incident;
• A fatality is defined as the death of a team member resulting from a work-related injury or occupational illness arising
from exposure to hazards during employment occurring on company premises or while performing job-related duties;
• High consequence work-related injuries are defined as work-related injuries that result in injury from which the
worker cannot, does not, or is not expected to recover fully to pre-injury health status within 180 workdays;
• Recordable work-related injuries result in any of the following: days away from work, restricted work, medical
treatment beyond first aid, loss of consciousness, or significant injury diagnosed by a physician or other licensed
healthcare professional;
• All work-related injury rates and the fatalities rate are calculated based on 200,000 hours worked, which indicates
the number of work-related injuries per 100 full-time team members over a one-year timeframe, assuming one
full-time worker works 2,000 hours per year;
• Hours worked are calculated based on actual clock-in and clock-out records for most stores and distribution centres
team members. For office-based team members, it is determined using standard hours minus leave, applying the
average headcount per month by business unit. In 2024, enhancements in man-hours data quality led to an increase
in recorded hours worked;
• We restated the 2023 fatality count from one to zero following the completion of Labour Department’s
investigation. Due to the restatement of one fatality case, we also restated the recordable work-related injuries rate
accordingly. Additionally, the 2022 high-consequence work-related injuries were restated from zero to N/A to
maintain data integrity, as limited data availability made accurate reporting unfeasible. The 2022 recordable injury
rate and hours worked were also adjusted to align with the updated ESG accounting policy.
Supply chain management
Factories (in high-risk countries) supplying Own Brand products audited against amfori BSCI or equivalent standards
consider the percentage of Own Brand factories in high-risk countries audited against amfori BSCI or equivalent standard
cumulatively out of all Own Brand factories. Factories in countries are categorised as ‘high-risk’ according to the amfori
BSCI Countries Risk Classification and other published country risk indexes on labour rights protection. The data is as of
year end 2024.
69
ESG Disclosure
Governance
Data Unit 2024 2023 2022
Product Safety and Quality
Factories of Own Brand products
with a globally recognised food
safety audit certification
% 85 81 67
Tax Governance
Tax contribution US$m 123 118 127
Hong Kong US$m 53 47 n/a
Macau US$m 2 3 n/a
Chinese mainland US$m 11 15 n/a
Taiwan US$m 18 19 n/a
Singapore US$m 21 12 n/a
Malaysia US$m 4 7 n/a
Indonesia US$m 9 11 n/a
Cambodia, Brunei, and the Philippines US$m 1 1 n/a
Non-operating countries US$m 4 3 n/a
Methodologies
Product safety and quality
Factories of Own Brand products with a globally recognised food safety audit certification considers the percentage of
Own Brand factories that hold certification from a globally recognised food safety program that is accredited under the
Global Food Safety Initiative (GFSI) scheme out of all Own Brand factories. Facilities that do not possess GFSI certification
must adhere to the food safety requirements outlined in DFI’s Supplier Technical Standards, which are established by our
Technical team and audited by a third-party partner appointed by DFI. The data is as of year end 2024.
Tax governance
Tax contribution includes corporate income taxes, property taxes for real property holdings or transactions, non-creditable
VAT (GST) and other sales or similar taxes, employer’s portion of payroll taxes, social securities and other taxes paid that
constitute costs to the company (such as stamp duty, consumption tax, royalties, dividend, interest withholding tax).
GRI, SASB index
Please refer to our website www.DFIretailgroup.com for a full listing of GRI and SASB index.
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DFI Retail Group Holdings Limited Annual Report 2024
Independent practitioner’s limited assurance report on DFI Retail Group Holdings Limited’s
ESG data
To the board of directors of DFI Retail Group Holdings Limited
Limited assurance conclusion
We have conducted a limited assurance engagement on the selected ESG data of DFI Retail Group Holdings Limited
(the ‘Group’) listed below and identified as the numbers underlined in the Group’s Environmental, Social and Governance
Disclosure (the ‘ESG Disclosure’) of the Annual Report 2024 (the ‘ESG data’) as at 31 December 2024 and for the year
then ended.
Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that
causes us to believe that the ESG data is not prepared, in all material respects, in accordance with the criteria applied as
explained in the ‘Climate Change’, ‘Human Capital’, ‘Health and Safety’, ‘Tax Governance’ and ‘Sustainable Packaging’
methodology sections of the ESG Disclosure 2024.
ESG data
The ESG data for the year ended 31 December 2024 is summarised below:
Climate Change
• Total Scope 1 & Scope 2 GHG emissions (market-based) [1]
• Total Scope 1 & Scope 2 GHG emissions(location-based) [2]
• Total energy consumption [3]
Human Capital
• Gender diversity in senior leadership [4]
Health and Safety
• Fatalities [5]
• Fatalities rate [6]
• High-consequence work-related injuries [7]
• High-consequence work-related injuries rate [8]
• Recordable work-related injuries [9]
• Recordable work-related injuries rate [10]
• Lost time injuries [11]
• Lost time injuries rate [12]
• Number of hours worked [13]
Tax Governance
• Tax contribution [14]
Sustainable Packaging
• Own Brand products with plastic packaging that is recyclable [15]
Basis for conclusion
We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements
ISAE 3000 (Revised),
Assurance engagements other than audits or reviews of historical financial information
(‘ISAE 3000
(Revised)‘), and, in respect of the greenhouse gas emissions, International Standard on Assurance Engagements 3410,
Assurance engagements on greenhouse gas statements (‘ISAE 3410‘), issued by the International Auditing and Assurance
Standards Board (the ‘IAASB‘).
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our
responsibilities under these standards are further described in the Practitioner’s responsibilities section of our report.
71
ESG Disclosure
Our independence and quality management
We have complied with the independence and other ethical requirements of the International Code of Ethics for
Professional Accountants (including International Independence Standards) issued by the International Ethics Standards
Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and
due care, confidentiality and professional behaviour.
Our firm applies International Standard on Quality Management 1 issued by the IAASB, which requires the firm to design,
implement and operate a system of quality management including policies or procedures regarding compliance with
ethical requirements, professional standards and applicable legal and regulatory requirements.
Responsibilities for the ESG data
Management of the Group is responsible for:
• The preparation of the ESG data in accordance with criteria applied as explained in the ‘Climate Change’, ‘Human
Capital’, ‘Health and Safety’, ‘Tax Governance’ and ‘Sustainable Packaging’ methodology sections of the ESG
Disclosure 2024;
• Designing, implementing and maintaining such internal control as management determines is necessary to enable
the preparation of the ESG data, in accordance with criteria applied as explained in the ‘Climate Change’, ‘Human
Capital’, ‘Health and Safety’, ‘Tax Governance’ and ‘Sustainable Packaging’ methodology sections of the ESG
Disclosure 2024, that is free from material misstatement, whether due to fraud or error; and
• The selection and application of appropriate ESG reporting methods and making assumptions and estimates that
are reasonable in the circumstances.
Those charged with governance are responsible for overseeing the Group’s ESG data reporting process.
Inherent limitations in preparing the ESG data
The absence of a significant body of established practice on which to draw to evaluate and measure non-financial
information allows for different, but acceptable, evaluation and measurement techniques that can affect comparability
between entities and over time.
Greenhouse gas quantification is subject to inherent uncertainty because of incomplete scientific knowledge used to
determine emissions factors and the values needed to combine emissions of different gases.
Practitioner’s responsibilities
Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the
ESG data is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report
that includes our conclusion. We report our conclusion solely to you, as a body, in accordance with our agreed terms of
engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person
for the contents of this report. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the ESG data.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) and ISAE 3410, we exercise
professional judgement and maintain professional scepticism throughout the engagement. We also:
• Determine the suitability in the circumstances of the Group’s use of criteria applied as explained in the ‘Climate
Change’, ‘Human Capital’, ‘Health and Safety’, ‘Tax Governance’ and ‘Sustainable Packaging’ methodology sections
of the ESG Disclosure 2024 as the basis for the preparation of the ESG data.
• Perform risk assessment procedures, including obtaining an understanding of internal control relevant to the
engagement, to identify where material misstatements are likely to arise, whether due to fraud or error, but not
for the purpose of providing a conclusion on the effectiveness of the Group’s internal control.
• Design and perform procedures responsive to where material misstatements are likely to arise in the ESG data.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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DFI Retail Group Holdings Limited Annual Report 2024
Summary of the work performed
A limited assurance engagement involves performing procedures to obtain evidence about the ESG data. The procedures
in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance
engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower
than the assurance that would have been obtained had a reasonable assurance engagement been performed.
The nature, timing and extent of procedures selected depend on professional judgement, including the identification of
where material misstatements are likely to arise in the ESG data, whether due to fraud or error.
In conducting our limited assurance engagement, we:
• Obtained an understanding of the Group’s reporting processes relevant to the preparation of its ESG data by
inquiring of the persons responsible for the ESG data, and understanding the process for collecting and reporting
the ESG data;
• Evaluated whether all information identified by the process to identify the information reported in the ESG data is
included in the ESG data;
• Performed inquiries of relevant personnel and analytical procedures on selected information in the ESG data;
• Performed substantive assurance procedures on selected information in the ESG data; and
• Compared selected information in the ESG data with the corresponding disclosures in the financial statements; and
• Evaluated the methods, assumptions and data for developing estimates.
Other matter
Our conclusion on the current period addresses the ESG data described in the ‘Limited assurance conclusion‘ section of our
report. The comparative ESG data presented as at 31 December 2023 and for the year then ended relating to ESG data set
out below was not subject to assurance.
Pillar 2023
Climate Change Data point 2
Health and Safety Data points 6, 7, 9, 11, 12 and 13
Sustainable Packaging Data point 15
The comparative ESG data of the Group as at 31 December 2022 and for the year then ended was not subject to an
assurance engagement.
Our conclusion is not modified in respect of these matters.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong
10 March 2025
ESG Disclosure
73
This disclosure sets out our climate-related financial disclosures which are consistent with the Task Force on Climate-Related
Financial Disclosures (TCFD) recommendations and the additional guidance for all sectors published in October 2021.
Governance
Board oversight of climate-related risks and opportunities
DFI’s climate risk governance framework is integrated into our ESG governance. For details of how the Board oversees
climate-related risks and opportunities, please refer to ESG Governance section of the ESG Disclosure.
Management’s role in assessing and managing climate-related risks and opportunities
For details of the management’s role in assessing and managing climate-related risks and opportunities, please refer to
ESG Governance section of the ESG Disclosure.
Strategy
Our climate strategy centres on our commitment to putting customers first. We understand that our customers expect
affordable products delivered in the best possible way to support our planet. To meet these expectations, we will persistently
invest in sustainability projects, strive to balance environmental responsibility with affordability, and ensure business
resilience against the effects of climate change. More details of our transition plan can be found on pages 80-81.
Climate-related risks and opportunities the organisation has identified over the short-, medium-, and long-term
Understanding and assessing our climate risk involves examining two key dimensions: physical risks and transition risks.
Physical risks pertain to the direct impacts of climate change on our operations, such as extreme weather events, rising
sea levels, and temperature fluctuations, which can affect our assets, supply chains, and overall business continuity.
On the other hand, transition risks relate to the financial and operational challenges associated with shifting towards
a low-carbon economy. This includes policy changes, technological advancements, market shifts, and evolving consumer
preferences that could impact our business model and financial performance.
We consider climate risks based on international standards such as the TCFD, applying those relevant to DFI’s context.
DFI uses a systematic approach to assess climate risks, employing the same criteria and thresholds as other risks in its risk
register. This methodology evaluates the likelihood and scale of climate risks to ensure consistency and comprehensiveness
in risk management. Scenario analyses are conducted to assess both physical and transition risks. To quantify these
risks, DFI relies on input parameters from credible sources. For example, when evaluating risks related to carbon pricing
mechanisms, we use price information from reputable organisations like the World Bank and the Network for Greening
the Financial System (NFGS). The identified climate risks are integrated into the Group’s risk register, prioritised relative
to other risks, and continuously monitored.
We have adopted the following time horizon when evaluating climate specific risks, which is consistent with the time
horizon used in our ESG double materiality assessment:
Time period Years Reason
Short Now – 2027 Aligning with DFI 3-year planning cycle
Medium 2027-2030 Addressing more complex challenges and aligning with DFI climate target
Long 2030-2050
Targeting long-term risks and aligning with Paris Agreement in which emission
must reach net zero by 2050
A summary of identified physical and transition risks that could have a significant impact on our business, along with
management responses, affected value chains, and time horizons impacted, are outlined in the following table:
Task Force on Climate-Related
Financial Disclosures
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DFI Retail Group Holdings Limited Annual Report 2024
Physical risk
Typhoon and rainfall flooding – acute risk
Description The severity of typhoon is increasing, with more frequent and destructive typhoons expected. The
rainfall flooding severity and frequency are also expected to increase across Asia, with implications
for low-lying and flood vulnerable locations.
Risks • Reduced revenue due to disruption of services and business operations such as retail outlets
caused by the severe weather conditions;
• Increased expenses resulting from damage to equipment, facilities, and properties caused
by floodwater;
• Decreased revenue due to lower business demand as customers in flood-affected areas are affected;
• Increased operating cost due to supply chain disruptions such as crop failure, where resources are
needed to search for alternatives.
• Commodity supply interrupted due to extreme weather events, which impact our product
offering to customers.
Management
response
• Developed business continuity plans for all locations to ensure operational resilience;
• Standard operating procedures and evacuation plans to prioritise the safety of team members
and protect assets during flood events;
• Implementing security of supply initiatives and resilient sourcing practices to minimise disruptions
to the availability of products and raw materials, such as educating rice farmers in Thailand to
consume less resources when farming.
Value chain
impacted
Upstream and own operation.
Time horizon Short-, medium-, and long-term.
Temperature rise and extreme heat – chronic and acute risk
Description Temperature rise, measured by the combined impact of temperature and humidity on the human
body is forecasted to increase across Asia. Furthermore, periods of extreme heat will also increase.
Risks • Increased operating cost from energy costs and consumption for cooling to maintain
comfortable temperatures for customers and team members;
• Increased expense from faster spoilage of perishable items such as food and pharmaceuticals
due to hotter climate;
• Reduced revenue from decreased productivity due to adverse effects on team members’ health
and safety because of heat-related illnesses.
Management
response
• Energy and refrigeration efficiency initiatives to reduce energy consumption and optimise
cooling system;
• Invested and implemented digital temperature probes across stores and distribution centres to
mitigate spoilage risks and costs by real-time tracking and automated alerts;
• Maintaining and enforcing safety-at-work procedures for heat related illness;
• Implementing security of supply initiatives and resilient sourcing practices to minimise disruptions
to the availability of products and raw materials.
Value chain
impacted
Upstream and own operation.
Time horizon Short-, medium-, and long-term.
75
TCFD
Transition risks
Climate-related regulations – policy and legal risk
Description International and domestic carbon pricing mechanism could impose obligations that affect our
operations (e.g. carbon tax). There could also be heightened scrutiny and enforcement from
regulators regarding climate-related issues, including concerns about greenwashing. As global
efforts toward climate change grow and consolidate, there could be growing volume and
complexity of mandatory climate-related disclosure requirements.
Risks • Increased operating cost from carbon pricing mechanisms such as direct and indirect carbon tax;
• Increased operating cost to comply with evolving regulations related to climate change
and sustainability;
• Fines due to failure to accurately disclose climate-related information.
Management
response
• Implement measures to reduce Scope 1 and 2 GHG emissions through energy efficiency and
refrigeration gas improvements and switch to lower-carbon alternatives, ultimately reducing
the potential impacts of carbon tax;
• Incorporated carbon emission assessments into new store openings and renewals and consider
potential carbon pricing impacts in decision-making;
• Obtain assurance on emission data disclosed and improve climate-related data quality and
accounting control;
• Compliance programme to ensure adherence to evolving regulations, including regular
monitoring, and updating of policies and procedures.
Value chain
impacted
Own operation.
Time horizon Short-, medium-, and long-term.
Low carbon technologies transition – technology risk
Description Delaying the adoption or failure in innovation of low-carbon technology in the retail industry could
result in worsening energy efficiency and carbon emission.
Risks • Increased expense due to ineffective implementation of technologies or Research and
Development fails to deliver the anticipated energy savings, resulting in higher operational costs
and increased carbon emissions;
• Increased operating cost and inefficiencies associated with outdated and carbon-intensive
technologies.
Opportunities • Reduced operating cost from successful investment in low carbon technologies which enhance
energy efficiency in operations.
Management
response
• Allocate US$15 to US$20 million annually to the investment in Scope 1 and 2 projects to ensure
sufficient funding in reducing carbon footprints;
• Continue to focus on developing low-carbon retail technologies, collaborating with academic
institutions to ensure the successful implementation of these technologies through our own
Research and Development centre in Hong Kong.
Value chain
impacted
Own operation.
Time horizon Short- and medium-term.
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DFI Retail Group Holdings Limited Annual Report 2024
Increased production cost – market risk
Description Input prices, such as commodity and energy prices, may rise due to resource scarcity (i.e. water and
agricultural products) resulting from changing weather patterns that damage crops and the carbon
pricing mechanism, respectively.
Risks • Increased cost of goods sold due to increase in raw material price due to climate event disruption
to supply chain and yield of sourcing origin countries;
• Increased operating cost from increased energy price due to carbon pricing mechanisms.
Management
response
• Planning of supplier diversification programme to diversify supply source from regions with more
sustainable farming practice or less prone to climate impact.
Value chain
impacted
Upstream.
Time horizon Medium- and long-term.
Consumer preferences change to low carbon products – emerging market risk
Description As awareness of climate change increases, individuals seek to make more environmentally conscious
choices. Unable to offer sustainable products at a competitive price may cause customers to pivot
to competitors that offer such products.
Risks • Reduced revenue due to the unavailability of eco-conscious products to cater to the changes in
consumer preferences towards more sustainable products.
Management
response
• Innovate and develop new products or services that align with sustainability trends, such as
sustainable packaging;
• Expand low-carbon rice offering by launching 200 metric tons of Own Brand low-carbon rice
in Hong Kong in 2025;
• Develop a structured transition plan for Scope 3, concentrating on four priority categories
(rice, dairy, beef, and coffee) for a collaborative decarbonisation effort with suppliers;
• Transitioning to lower-emission sourcing regions for selected categories.
Value chain
impacted
Upstream.
Time horizon Medium- and long-term.
Increased investor and consumer concerns – reputation risk
Description Investors and consumers increasingly expect businesses to address and mitigate climate risks,
incorporating sustainable practices and demonstrating a commitment to decarbonisation.
Risks • Reduced revenue and market capitalisation due to failure to meet investor and consumer
expectations on climate risk which led to reputational damage, loss of trust, and diminished
brand value.
Management
response
• Score 49 (out of 100) in the 2024 S&P Global Corporate Sustainability Assessment, improving
from 23 in 2023;
• Incorporate shadow carbon pricing into major business decisions such as new stores;
• Conduct comprehensive climate scenario analysis to identify vulnerabilities and opportunities,
enabling informed decision-making to address the risks.
Value chain
impacted
Upstream, own operation.
Time horizon Medium- and long-term.
77
TCFD
Impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning
Area Impacts
Strategy
GHG
emissions
DFI aims to mitigate climate risks by aligning our emissions reduction efforts with the goals of the
Paris Agreement and the latest climate science. By establishing a clear and measurable pathway for
reducing Greenhouse Gas (GHG) emissions, we seek to proactively manage our carbon footprint,
minimise emissions-related risks, and contribute to a more sustainable future.
Business
Products Climate change has increased the demand for products made from sustainable materials, as
consumers actively seek alternatives to those that contribute to deforestation, habitat destruction,
or excessive resource consumption. Many prefer products made from renewable resources, recycled
materials, or those that utilise sustainable production practices. Expanding our range of sustainable
products involves various initiatives within DFI, including partnering with suppliers and manufacturers
that prioritise sustainable sourcing, production processes, and packaging.
Operations Energy efficiency in our retail stores and distribution centre is crucial for mitigating climate risks by
reducing Greenhouse Gas (GHG) emissions and minimising energy consumption. Implementing
energy-efficient measures, such as installing LED lighting and water-loop fridges with reduced
refrigerant gas charges, helps decrease our carbon footprint.
Supply Chain Electric Vehicles (EVs) produce zero tailpipe emissions since they run on electricity rather than fossil
fuels like diesel or gasoline. We introduced EV trucks for our transportation and delivery operations in
Hong Kong and Taiwan in 2023, which lowers our GHG emissions. This shift not only helps mitigate
climate risks but also contributes to the overall decarbonisation of the transportation sector. DFI has
begun the adoption of EV trucks within our fleet, where commercially viable.
DFI launched a pilot project to engage suppliers in reducing emissions through the Low Carbon Rice
Pilot Programme in Thailand.
Financial planning
Capital
Expenditure
Since 2022, DFI has invested over US$30 million in climate initiatives to help achieve its targets. To further
mitigate climate risk, DFI plans to allocate an annual investment of US$15 million to US$20 million from
2025 to 2027 to support its Scope 1 and 2 reduction goals. Allocating Capital Expenditure (CAPEX) toward
energy-efficient technologies and equipment upgrades optimises resource consumption and reduces
our operational carbon footprint.
In 2024, DFI has included shadow carbon pricing into major capex investment. We evaluate the emissions
impact associated with significant real estate transactions, such as new store openings or lease
contract renewals, by implementing a shadow carbon tax. This assessment is subsequently reviewed
by the Real Estate Committee to inform decisions regarding new store expansions and the continuation
of existing locations.
Financing DFI successfully closed a US$ 489.4 million and a US$ 231.8 million Sustainability-Linked Club Loan in
2023 and 2024 respectively, tying to performance in three key sustainability areas: emissions
reductions, waste diversion, and plastic packaging.
DFI continues to work towards achieving the sustainability KPIs outlined in the Sustainability-Linked
Loan (SLL). In 2024, we integrated these targets into our operational strategies and monitoring
our progress closely. We are actively engaged in initiatives that focus on reducing greenhouse gas
emissions, enhancing waste diversion, and improving resource efficiency.
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DFI Retail Group Holdings Limited Annual Report 2024
Scenario selection
Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios,
including a 2°C or lower scenario
When assessing the resilience of our climate strategy, DFI has selected two Representative Concentration Pathways
(RCPs) established by the Intergovernmental Panel on Climate Change (IPCC) — RCP 2.6 and RCP 8.5 — for scenario
analyses. The IPCC RCPs offer a widely recognised and standardised framework for evaluating future climate scenarios,
outlining various potential temperature changes based on different levels of greenhouse gas emissions. These scenarios
enable DFI to better understand the severity and frequency of climate-related events.
In previous year, only RCPs were used to evaluate the resilience of our strategy. This year, to enhance the evaluation of
climate transition risk, DFI utilised scenarios developed by NGFS, which provide structured frameworks for assessing
potential futures related to climate change.
Physical risks
Scenario Assumption
Temperature changes
(by 2100) Risk assumption
RCP 2.6 This scenario reflects a pathway with lower GHG
emissions, indicating a future where stringent mitigation
measures are implemented, and global warming is
limited to below 2°C.
1.7 °C Low physical risk
RCP 8.5 This scenario outlines a higher GHG emissions pathway,
indicating a future where no substantial mitigation
actions are taken, resulting in significant global warming
and climate impacts.
4.8 °C High physical risk
Transition risks
Scenario Assumption
Temperature changes
(by 2100) Risk assumption
Orderly Orderly scenarios assume climate policies are introduced
early and become gradually more stringent.
1.4 °C High transition risk
Hot
House
World
Hot house world scenarios assume that some climate
policies are implemented in some jurisdictions, but
global efforts are insufficient to halt significant
global warming.
3 °C Low transition risk
79
TCFD
Qualitative scenario analysis
Conducting qualitative climate scenario analysis using two different RCPs and two NGFS scenarios allow DFI to gain a
comprehensive understanding of the potential impacts of physical and transition risks under various climate futures on our
business. This analysis aids in prioritising mitigation and adaptation strategies, effectively allocating resources, and making
informed decisions that align with our long-term sustainability objectives. It enables DFI to proactively manage climate-related
risks and seize emerging opportunities, thereby ensuring resilience and competitiveness in an evolving business landscape.
For physical risks, the analysis examines the effects of each RCP on DFI’s operations. RCP 2.6, which represents a low-emission
scenario, suggests a reduced likelihood of extreme weather events and sea-level rise, resulting in a lower physical impact on
business operation and supply chains. In contrast, RCP 8.5, indicative of a high-emission scenario, points to a greater likelihood
of severe weather events and increased flood risks, prompting DFI to prioritise adaptation measures in vulnerable areas.
Transition risks are assessed by DFI through scenarios developed by the NGFS, focusing on two key pathways: the Orderly
Scenario (Net Zero 2050) and the Hot House World Scenario (Current Policies). The Orderly Scenario envisions achieving
net-zero global CO
2
emissions by 2050, necessitating a comprehensive transition across all sectors. Transition risks may
arise from higher emissions costs and shifting business and consumer preferences. In contrast, the Hot House World
Scenario acknowledges that, despite some countries implementing climate policies, these measures are insufficient to
meet commitments.
When conducting physical climate risk quantitative analysis, DFI selects a sample of the most relevant operating locations,
taking into account factors such as property type (store or distribution centre), ownership status (owned or leased), area,
number of floors, asset value, construction cost, and operational revenue. DFI then assesses each location’s exposure to
extreme weather events by evaluating the likelihood of relevant events (e.g. drought, sea level rise) in the two climate
scenarios considered (RCP 2.6 and RCP 8.5) over short-, medium-, and long-term timeframes. This likelihood is multiplied
by the potential financial impact of each event, which includes damage to owned assets and disruptions to business
operations and the supply chain.
In addition, DFI conducted a transition risk quantitative assessment in 2024. We have adopted the scenarios from the
NGFS, specifically utilising the Orderly Transition and Hot House World scenarios. By leveraging these scenarios, we
forecasted and simulated the financial implications of carbon tax on our operations. Our approach involves sourcing
carbon price data from reputable sources such as the World Bank and NGFS, which offers comprehensive information
on carbon trading prices worldwide. Through this analysis, we are able to estimate the financial repercussions in both
scenarios, providing valuable insights into the potential effects of transitioning to a low-carbon economy on our DFI.
This quantitative analysis enables DFI to prioritise risk management efforts, allocate resources effectively, and make
informed decisions to safeguard our assets and maintain business continuity. Our commitment to regularly updating
the assessment and disclosing significant impacts highlights our dedication to transparent reporting and proactive
management of climate-related risks.
The forward-looking scenario analysis conducted by DFI is based on our current knowledge and assumptions. DFI does
not guarantee the accuracy of these assumptions. These forward-looking statements involve inherent risks, uncertainties,
and assumptions that may result in material differences from actual results, performance, or achievements. Additionally,
scenario analysis has its limitations, making it difficult to predict which scenarios, if any, will ultimately materialise.
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DFI Retail Group Holdings Limited Annual Report 2024
Transition plan
With an ambition of achieving net-zero Greenhouse Gas (GHG) emissions by 2050, DFI is proactively addressing
climate-related risks and seizing opportunities by investing in climate initiatives. We have invested over US$30 million
since 2022 into climate initiatives, improving energy efficiency, managing refrigerants, and transitioning to electric
vehicles. To continue the support on Scope 1 and 2 reduction, annual investment in the amount of US$15 million to
US$20 million has been allocated in 2025-2027 towards the transition plan.
Accelerate
decarbonisation
across operations
• Continue to retrofit stores with Water Loop
technology fridges to reduce the need for base
gas charges.
• Ongoing behavioural change education for
store team members.
• Continue the transition from high Global
Warming Potential (GWP) refrigerants to
low-GWP alternatives.
• Continue to implement low-carbon equipment
standards for new store expansion.
• Continue to invest in Research and Development
Centre to advance low-carbon retail technologies.
Now – 2027
SHORT-
TERM
• Continue to engage key Scope 3 suppliers to
reduce emission, focusing on four priority
categories, which are rice, dairy, beef, and coffee.
• Offer sustainable options, including the launch of
200 metric tons of Own Brand low carbon rice in
the Hong Kong market.
• Continue to incorporate climate impact
assessments for new store expansion to take
climate impact into major investment decision.
81
TCFD
Extend
decarbonisation
across value chain
Address
decarbonisation
in remaining gaps
• Consider purchasing Renewable Energy Certificates
(RECs) or carbon offsets to close residual gaps and
achieve net-zero targets.
• Anticipate technological advancements and adopt
clean technologies to support net-zero solutions.
• Continue the electrification of our fleet within
our operations where commercially viable.
• Energy producers enhance the energy mix and
decrease emissions in accordance with national
climate commitments, consequently lowering
DFI emissions.
• Change sourcing of key lever products to a lower
emission alternative where available and feasible
• Collect supplier-specific data to enhance Scope 3
emission data accuracy.
2027-2030 2030-2050
MEDIUM-
TERM
LONG-
TERM
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DFI Retail Group Holdings Limited Annual Report 2024
Resilience of climate strategy
Through quantitative and qualitative scenario analysis with different assumptions, DFI has identified a range of climate
risks along with plans and strategies to address these risks.
DFI has determined that the residual financial impact of physical climate risk in each scenario is not expected to be
significant, as we are an assets light company compared to, for example, a property developer. With the most recent
scenario analysis, the maximum financial impact of climate risk to DFI is insignificant (less than US$250,000). For
transition climate risk, given the high uncertainty and degree of assumption used during the assessment, the data is
considered by management not to be useful for readers. However, DFI will use the information to inform climate-related
strategy and be used as a reference. Should future impacts be reassessed as significant, they will be included in the
annual TCFD disclosure to ensure transparency and accountability regarding climate-related risks.
DFI has the financial capacity to adjust and adapt to climate change over time and has begun by allocating Capital
Expenditure (CAPEX) and financial resources to facilitate the transition to a low-carbon economy and achieve our
climate targets. Identified climate risks will be prioritised and addressed, while opportunities related to climate action
will be pursued where feasible.
Given the uncertainty surrounding future policy, climate change impacts, market responses to climate change, and the
effectiveness of such responses during the scenario analysis, DFI may need to re-evaluate its decarbonisation strategy and
transition plan toward climate ambitions, commitments, and targets. This may involve updating the methodologies
used, altering our approach to climate analysis and strategy, and amending, recalculating, and enhancing our climate
disclosures and assessments as market practices and data quality, accuracy, and availability evolve rapidly.
83
TCFD
Risk Management
Processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s
overall risk management
DFI’s existing risk management approach adopts the ISO 31000 and COSO principles. The DFI Risk Management team
manages this approach, which consists of a bi-annual exercise, where DFI BUs are required to revisit their respective risk
registers. This process entails the identification of new risks, the review of existing risks, and risk mitigation strategies.
These risk registers then form the basis of our consolidated view of DFI Group’s risk profile. Both physical and transition
risk are integrated into this existing DFI risk management approach.
Organisation’s processes for identifying and assessing climate-related risks
Transition and physical risk workshops were held with senior business leaders, with the objective of identifying risks, and
then also aligning on both DFI’s climate strategy and the planned mitigations to each risk. The results of these workshops
have been incorporated into the risk management approach.
When identifying and assessing climate risk, DFI adheres to the guidelines set forth by the TCFD. In addition to following
TCFD guidelines, DFI conducts scenario analysis as part of its climate risk assessment process. For physical risks, DFI utilises
the IPCC RCP which help model potential future climate conditions based on varying levels of greenhouse gas emissions.
When assessing transition risks — those related to the shift towards a low-carbon economy — DFI adopts scenarios
developed by the NGFS. These scenarios provide insights into how regulatory changes, market dynamics, and technological
advancements might affect the institution’s risk profile in the context of climate transition.
Organisation’s processes for managing climate-related risks
After identifying and assessing climate risks, DFI has made investments and implemented specific plans to manage these
risks effectively. The details of the management responses to each identified climate risk are outlined in the previous section.
DFI’s climate risks and management responses are overseen by the Sustainability Committee, which is responsible for
establishing the climate strategy and targets for the Group. The Climate Working Group then implements climate
mitigation and adaptation measures to address the identified risks.
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DFI Retail Group Holdings Limited Annual Report 2024
Metrics and Targets
DFI is managing climate risk by tracking key climate metrics, including Scope 1, 2, and 3 emissions, as well as energy
consumption. We are also exploring additional metrics to monitor specific risks more closely. For performance data and
further information about the basis of presentation, as well as our management approach, please refer to the Climate
Change and Methodology section in our ESG Disclosure within this annual report.
TCFD recommendation Recommended disclosures Location
Governance
Disclose the organisation’s
governance around climate-related
risks and opportunities.
a. Describe the Board’s oversight of climate-related risks
and opportunities.
Page 42
b. Describe management’s role in assessing and managing
climate-related risks and opportunities.
pages 42-43
Strategy
Disclose the actual and potential
impacts of climate-related risks and
opportunities on the organisation’s
businesses, strategy, and financial
planning where such information
is material.
a. Describe the climate-related risks and opportunities the
organisation has identified over the short-, medium-, and
long-term.
pages 73-77
b. Describe the impact of climate-related risks and
opportunities on the organisation’s businesses, strategy,
and financial planning.
page 77
c. Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
pages 78-82
Risk Management
Disclose how the organisation
identifies, assesses, and manages
climate-related risks.
a. Describe the organisation’s processes for identifying and
assessing climate-related risks.
page 83
b. Describe the organisation’s processes for managing
climate-related risks.
page 83
c. Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
page 83
Metrics and Targets
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where such
information is material.
a. Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
pages 52-54
b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3
GHG emissions and the related risks.
pages 52-54
c. Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets.
pages 52-54
TCFD
Directors’ Profiles
John Witt
*
Chairman
John Witt joined the Board in 2016 and was appointed Chairman in July 2024.
He has been with the Jardine Matheson group since 1993, holding a number
of senior positions. He became chief financial officer of Mandarin Oriental in 2000
and transitioned to Hongkong Land as chief financial officer in 2010. From 2016 to
2020, he was group finance director of Jardine Matheson. He was also a director of
Mandarin Oriental and chairman of Astra’s Executive Committee until July 2024.
John is chairman of Hongkong Land, Jardine Cycle & Carriage and Jardine
Matheson Limited, and group managing director of Jardine Matheson. He is also a
commissioner for Astra. He is a Chartered Accountant and has an MBA from
INSEAD.
Scott Price
*
Group Chief Executive
Scott Price joined the Board as Group Chief Executive effective on 1 August 2023.
He has over 30 years of retail, logistics and consumer packaged goods sectors
experience from around the world. Scott was previously the President, International
at UPS, before which he was the executive vice president of global leverage at
Walmart and was also the President & CEO of DHL Express in Europe. He started
his career with the Coca Cola Company and held country business positions in
various locations across Asia.
Tom van der Lee*
Group Chief Financial Officer
Tom van der Lee joined the Board as Group Chief Financial Officer in October 2024,
having served in various senior financial roles within the Group since 2016. He is
a Chartered Controller with extensive regional experience in the Asian retail and
consumer goods markets. He previously held various finance director roles with
FrieslandCampina.
Graham Baker
Graham Baker joined the Board in July 2024. He is a member of the Audit
Committee and Finance Committee of the Company. He was previously an
executive director and chief financial officer of Smith+Nephew PLC in the United
Kingdom from 2017 to 2020. Prior to joining Smith+Nephew PLC, he worked for 20
years for AstraZeneca PLC in a range of senior roles in the United Kingdom and
internationally, including in Japan and Singapore, and then as chief financial officer
of Alvogen, generic pharmaceutical company. He is also the group finance director
of Jardine Matheson.
* Executive Director
85
Elaine Chang
Elaine Chang joined the Board in February 2025. She has over 30 years of
experience across multiple geographies and industries, including semiconductors,
hardware devices, digital content, e-commerce, cloud computing, and AI. Elaine
was the corporate vice president of Amazon, specialised in digital transformation,
cloud computing, and generative AI/machine learning go-to market. Prior to
Amazon, she held various leadership roles at Intel, including general manager of
corporate marketing and channel sales for China.
Dave Cheesewright
Dave Cheesewright joined the Board in 2021. He is a member of the Audit
Committee and Finance Committee of the Company. He is currently a
non-executive director of Rapha Racing Ltd. He was the former president
and chief executive officer of Walmart International.
Weiwei Chen
Weiwei Chen joined the Board in 2021. She is the Chair of the Audit Committee
of the Company. She is currently an independent non-executive director and
a member of the audit committee and the nomination committee of HBM
Holdings Limited and a board senior adviser to Pharmplus. She was the former
vice president and chief financial officer, China of Starbucks and chief financial
officer, China Division of Yum! Brands. She was also an independent non-executive
director of LianBio.
Christian Nothhaft
Christian Nothhaft joined the Board in 2021. He is a member of the Nominations
Committee and Remuneration Committee of the Company. He is currently the
chair of Active Capital Partners Limited. He was the former CEO of Watsons
Personal Care Stores, China and managing director of Fortress.
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DFI Retail Group Holdings Limited Annual Report 2024
Directors’ Profiles
Our Management Committee
Scott Price
Group Chief Executive
Scott Price is the Group Chief Executive of DFI Retail Group, bringing over 30 years of
experience in retail, logistics and consumer packaged goods sectors globally. He began
his career with The Coca-Cola Company in Japan where he continued through various
leadership roles across Asia. In 2002, Scott joined DHL Express as President in Japan
before advancing to Chief Executive Officer for Asia Pacific in 2005 and Chief Executive
Officer for Europe in 2007.
From 2009, Scott led Walmart’s Asia business from Hong Kong overseeing operations
across the region. He relocated in 2014 to the United States to take on a global
leadership role, managing Walmart’s global sourcing as well as strategy, technology
and real estate for the International Division.
In 2017, Scott joined UPS as Chief Strategy and Transformation Officer, responsible for
strategic planning, Global Business Services and the company’s Advanced Technology
Group. He was appointed Executive Vice-President, UPS International in 2020,
overseeing all 220 markets outside the U.S.
In August 2023, Scott joined DFI Retail Group to lead the business. He also serves on
the boards of Coles Group in Australia, The Consumer Goods Forum (CGF) and the
World Retail Congress. Additionally, Scott is a co-sponsor of CGF’s Net Zero Coalition of
Action, an initiative aimed at accelerating the reduction of greenhouse gas emissions
within the retail and consumer goods industry.
Scott holds a bachelor’s degree in business administration from the University of North
Carolina and earned both an MBA and a master’s degree in Asian studies from the
University of Virginia.
Tom van der Lee
Group Chief Financial Officer
Tom van der Lee was appointed Group Chief Financial Officer in October 2024,
responsible for driving financial performance and strategies across the organisation.
With more than 20 years of experience in Asia, Tom has lived and worked in Thailand,
Vietnam, Indonesia, Singapore and Hong Kong, giving him a deep understanding of
the diverse markets DFI operates in.
Tom first joined DFI in 2016 and held various senior finance positions, including Finance
Director Singapore, Finance Director for Southeast Asia, Finance Director Health & Beauty
and Group Finance Director. In his most recent role, he was responsible for Treasury,
Tax, Internal Audit, ESG Reporting, Property Insights and Finance Shared Services.
Prior to joining DFI, Tom spent 14 years with Royal FrieslandCampina in financial
leadership roles across Europe and Asia.
Tom holds master’s degrees in financial management from Nyenrode University
and in Finance and Control from Maastricht University. He also completed an MBA
programme at the Kellogg School of Management in the United States.
87
Martin Lindström
Chief Executive Officer,
DFI IKEA
Martin Lindström was appointed Chief Executive Officer of DFI IKEA in August 2021,
overseeing the Group’s IKEA operations in Taiwan, Hong Kong, Macau and Indonesia.
He joined the Group in 2007 as General Manager of IKEA Taiwan, later serving as CEO
of the Group’s IKEA business in 2010 and Group Director, IKEA in 2013.
Martin brings 30 years of experience with the IKEA business, including 20 years in the
Asia Pacific region, and has held senior positions in Europe and Eastern Europe.
Curtis Liu
Chief Executive Officer, Food
Curtis Liu was appointed Chief Executive Officer of Food in September 2024,
overseeing DFI’s Food businesses across Hong Kong, Macau, Singapore and Cambodia.
With more than 24 years of diverse retail experience in Chinese mainland and Taiwan,
Curtis has a deep understanding of consumer preferences and effective merchandising
strategies. From 2004 to 2013, he served as DFI’s Merchandise and Marketing Director
for Wellcome Taiwan, where he honed his skills in these areas.
In his recent role at JD.com, Curtis successfully integrated advanced technologies
like big data and AI into the company’s supply chain operations, generating deeper
customer insights and translating them into actionable, data-driven strategies. Prior
to that, he held senior positions at Meicai and Walmart China, further expanding
his expertise in omnichannel retail strategies, merging online and offline customer
experiences, and data-driven customer analysis.
Yoep Man
Chief Executive Officer,
7-Eleven
Yoep Man was appointed Chief Executive Officer of 7-Eleven in February 2025, overseeing
a network of 3,400 stores across South China, Hong Kong, Macau and Singapore.
Previously, he served as Managing Director of Food in Singapore, driving growth for
the supermarket trading under Cold Storage, CS Fresh, Giant and Jason’s Deli as well
as DFI’s fast-growing e-commerce segment.
With over 20 years in the food retail and FMCG sectors across Asia Pacific, Yoep has
a strong track record in guiding growth in emerging markets. Before joining DFI,
he led the commercial strategy at Metro China while serving on its Executive Board.
He successfully diversified the company from B2B to B2C channel and spearheaded its
digital transformation.
Yoep also held key roles at Walmart China, including Chief Merchandising Officer and
Chief Operations Officer for Sam’s Club, where he supported the growth of Sam’s Club
through organic growth, new club expansion and e-commerce investments. He was
also on Walmart China’s Executive Committee and served as Global Officer.
Earlier in his career, Yoep spent over 12 years at SPAR, contributing to its expansion
in China, Indonesia, Thailand and Mongolia, ultimately serving as Managing Director in
China. His extensive international experience equips him with diverse business
landscapes and a commitment to drive sustainable growth.
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DFI Retail Group Holdings Limited Annual Report 2024
Andrew Wong
Chief Executive Officer,
Health & Beauty
Andrew Wong was appointed Chief Executive Officer of Health & Beauty in November
2023, overseeing Guardian and Mannings’ businesses across all DFI markets.
Andrew’s career spans from start-ups and the public sector to the business sector.
He found his passion for business and entrepreneurship early on and has since been
dedicated to driving businesses towards excellence, innovation and sustainability.
Previously, Andrew had served as CEO of Health & Beauty North Asia since 2021,
managing Mannings’ businesses in Hong Kong, Macau and the Chinese mainland.
Before that, he was Group Chief Executive of Jardine Restaurant Group, overseeing the
operations across Asia from 2018. He joined SSP Group in 2013 and was later appointed
Regional Managing Director, responsible for developing the group’s multi-brand portfolio
in Asia Pacific. Andrew also held various leadership roles at DFI and Pacific Coffee.
Beyond his corporate responsibilities, Andrew is the Chairman of MINDSET, a registered
charity in Hong Kong founded by the Jardine Matheson group, dedicated to making a
positive and sustainable impact on mental health. He also serves as the Vice Chairman
of the Hong Kong Retail Management Association.
Crystal Chan
Group Chief Technology and
Information Officer
Crystal Chan was appointed the Group Chief Technology and Information Officer in
July 2024, leading the development and execution of the DFI Retail Group’s technology
strategy to enhance operational efficiencies and customer experiences across operations.
With more than 20 years of international experience in technology, digital, and data,
Crystal has worked across Australia, New Zealand, Asia, the Middle East and Africa.
Early in her career, she gained experience in multiple industries, including banking,
utilities, consumer packaged goods and charity. In 2004, Crystal joined Asahi Premium
Beverages to transform their technology landscape in New Zealand, later moving to
Australia in 2008. She joined DFI Retail Group in 2012, achieving significant milestones
in leading comprehensive technology strategies, such as launching multiple major
technology programmes, IKEA’s digital transformation and yuu Rewards.
In 2022, Crystal joined British American Tobacco and relocated to Singapore in 2023
as the Regional Chief Information Officer, where she was responsible for the enterprise
and digital technology strategy and services for more than 70 markets and global
travel retail.
Crystal holds a bachelor’s degree in information systems and operations management,
a master’s degree in management science and information systems from the
University of Auckland, and a master’s degree in organisational leadership from
Edinburgh Napier University.
89
Our Management Committee
Erica Chan
Group Chief Legal,
Governance and Corporate
Affairs Officer
Erica Chan was appointed Group Chief Legal, Governance and Corporate Affairs
Officer in December 2023. She is the company secretary and/or director for a number
of DFI Retail Group subsidiaries. In her role, Erica oversees the Legal, Communications
and Corporate Affairs, Sustainability, Group Technical, Risk Management, Ethics and
Compliance and Loss Prevention functions for DFI Group.
With more than 27 years of experience in retail, e-commerce, media, governance and
regulatory compliance in the Asia Pacific region, Erica brings a wealth of knowledge to
her role. Prior to joining DFI, she spent 12 years at Walmart, most recently as SVP,
General Counsel and Chief Administrative Officer, Asia, where she oversaw all legal
matters in Asia and managed the human resources and administrative functions for
the Asia office. She was also a member of Walmart’s Global President’s Diversity and
Inclusion Council. Before Walmart, Erica spent 13 years at Star TV Group as the
General Counsel for Greater China and General Manager for Hong Kong.
Erica is a Hong Kong-qualified solicitor. She holds a Postgraduate Certificate in Laws
from the University of Hong Kong, a Common Professional Examination certificate
from the University of Sussex and Bachelor of Social Science in Government and Public
Administration degree from the Chinese University of Hong Kong.
Shen Li
Group Corporate Strategy
and yuu Rewards Director
Shen Li was appointed Group Strategy and yuu Rewards Director in September 2023.
He joined the Group in September 2019 as Group Corporate Finance Director, where
he was responsible for Group strategy, M&A and investor relations. In September 2023,
his responsibilities were expanded to include overseeing yuu Rewards, the Group’s
coalition customer loyalty programme.
Before joining DFI, Shen spent more than a decade as an equities research analyst
covering the consumer sector across both Australia and Asia. He began his career in
M&A advisory in Australia.
Shen holds Bachelor of Commerce and Bachelor of Laws (Hons) degrees from the
University of Melbourne and is a CFA Charterholder.
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DFI Retail Group Holdings Limited Annual Report 2024
Wee Lee Loh
Group Chief Digital Officer
Wee Lee Loh was appointed Group Chief Digital Officer in September 2023, responsible
for driving the growth of the Group’s digital businesses.
Prior to joining DFI, Wee Lee held various senior management roles with Lazada Group,
serving in both regional and country business roles across corporate development,
innovation and general business management. As the CEO of Lazada Singapore, he
led both the Lazada marketplace and Singapore’s leading online grocery Redmart,
transforming the business towards growth and sustainability.
Wee Lee also held leadership roles in two Singapore-listed engineering and technology
companies, leading strategy, corporate development and business operation roles
across multiple locations. He led and incubated the growth of emerging new businesses
in energy, infrastructure, robotics, automotives and AI-linked domains. Wee Lee began
his private sector career as a management consultant with McKinsey and Company
across Asia Pacific and has lived and worked in more than 10 countries.
Wee Lee holds a Bachelor of Arts majoring in Economics (Summa Cum Laude) from
Cornell University and graduated as a Merrill Presidential Scholar. He also holds a
Master of Arts majoring in Statistics from Harvard University.
Wee Lee is a non-executive independent Director at QAF Limited and an advisory
board member of the Singapore Management University College of Integrative
Studies (CIS).
Joy Jinghui Xu
Group Chief People &
Culture Officer
Joy Xu was appointed Group Chief People & Culture Officer in August 2023, responsible
for leading DFI’s People & Culture and operationalise its ambitious People & Culture
Strategy across all functional areas, formats and banners in all markets.
Joy brings 30 years of international expertise in HR leadership roles across the globe,
having worked in the US, China, UAE, Germany and Hong Kong. She previously held
leadership roles at Procter & Gamble, PepsiCo, Sandoz (formerly a Novartis company)
and Manulife.
Joy has received numerous international awards for her contributions to HR, including
being named a Global Rising Star by Global Women Forum in 2007 and 2008. She was
honoured with an HR Excellence award by World HRD Congress in 2010 and named
one of the 501 Most Fabulous Global HR Leaders by the same organisation in 2020.
In 2022, she received the Imergey Luminary Award and in 2024, she was named one
of Asia’s Most Inspirational Women in Leadership by House of Rose.
Joy served as a board director at LumiVoce Foundation Limited, a Hong Kong-based
education charity supporting biodiversity learning through the arts.
Joy holds a bachelor’s degree in applied English from the South China University of
Technology and a postgraduate degree in organisational leadership from Saïd Business
School, University of Oxford.
91
Our Management Committee
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DFI Retail Group Holdings Limited Annual Report 2024
Consolidated Profit and Loss Account
2024 2023
Underlying
| for the year ended 31 December 2024 | |||||||
| Non- | Underlying | Non- | |||||
| business | trading | business | trading | ||||
| performance | items | Total | performance | items | Total | ||
| Note | US$m | US$m | US$m | US$m | US$m | US$m | |
| Revenue | 2 | ||||||
| Net operating costs | 3 | ( | ( | ( | ( | ( | ( |
| Operating profit | 4 | ( | ( | ||||
Impairment charge on interest in an associate | 14 | ( | ( | ||||
Loss relating to divestment of an associate | 20 | ( | ( | ||||
Financing charges | ( | ( | ( | ( | |||
Financing income | |||||||
| Net financing charges | 5 | ( | ( | ( | ( | ||
Share of results of associates and joint ventures | 6 | ||||||
(Loss)/profit before tax | ( | ( | ( | ||||
| Tax | 7 | ( | ( | ( | ( | ||
(Loss)/profit after tax | ( | ( | ( | ||||
| Attributable to: | |||||||
Shareholders of the Company | ( | ( | ( | ||||
Non-controlling interests | ( | ( | |||||
( | ( | ( | |||||
US¢ | US¢ | US¢ | US¢ | ||||
| (Loss)/earnings per share | 8 | ||||||
– basic | ( | ||||||
– diluted | ( |
93
| Consolidated Statement of | |||
| Comprehensive Income | |||
| for the year ended 31 December 2024 | 2024 | 2023 | |
| Note | US$m | US$m | |
(Loss)/profit for the year | ( | ||
| Other comprehensive (expense)/income | |||
| Items that will not be reclassified to profit or loss: | |||
Net exchange translation loss arising during the year | ( | ||
Remeasurements of defined benefit plans | ( | ||
| Net revaluation surplus before transfer to investment properties | |||
| – tangible assets | 11 | ||
| – right-of-use assets | 12 | ||
| Tax relating to items that will not be reclassified | 7 | ( | |
Share of other comprehensive (expense)/income of associates and joint ventures | ( | ||
| Items that may be reclassified subsequently to profit or loss: | |||
| Net exchange translation differences | |||
– net loss arising during the year | ( | ( | |
– transfer to profit and loss | |||
( | |||
| Cash flow hedges | |||
– net gain arising during the year | |||
– transfer to profit and loss | ( | ( | |
( | ( | ||
| Tax relating to items that may be reclassified | 7 | ( | |
| Share of other comprehensive expense of associates and joint ventures | |||
– exchange translation loss and other arising during the year | ( | ( | |
– exchange translation loss transfer to profit and loss | |||
( | ( | ||
( | |||
Other comprehensive (expense)/income for the year, net of tax | ( | ||
Total comprehensive income for the year | ( | ||
| Attributable to: | |||
Shareholders of the Company | ( | ||
Non-controlling interests | |||
( |
94
DFI Retail Group Holdings Limited Annual Report 2024
at 31 December 2024
| Consolidated Balance Sheet | |||
2024 | 2023 | ||
| Note | US$m | US$m | |
| Net operating assets | |||
| Intangible assets | 10 | ||
| Tangible assets | 11 | ||
| Right-of-use assets | 12 | ||
| Investment properties | 13 | ||
| Associates and joint ventures | 14 | ||
| Other investments | 15 | ||
| Non-current debtors | 16 | ||
| Deferred tax assets | 17 | ||
| Pension assets | 18 | ||
Non-current assets | |||
Stocks | |||
| Current debtors | 16 | ||
Current tax assets | |||
| Cash and bank balances | 19 | ||
| Assets held for sale | 20 | ||
Current assets | |||
| Current creditors | 21 | ( | ( |
| Current borrowings | 22 | ( | ( |
| Current lease liabilities | 23 | ( | ( |
Current tax liabilities | ( | ( | |
| Current provisions | 24 | ( | ( |
( | ( | ||
| Liabilities associated with assets held for sale | 20 | ( | |
Current liabilities | ( | ( | |
Net current liabilities | ( | ( | |
| Long-term borrowings | 22 | ( | ( |
| Non-current lease liabilities | 23 | ( | ( |
| Deferred tax liabilities | 17 | ( | ( |
| Pension liabilities | 18 | ( | ( |
| Non-current creditors | 21 | ( | ( |
| Non-current provisions | 24 | ( | ( |
Non-current liabilities | ( | ( | |
95
2024 2023
Note
US$m | US$m | ||
| Total equity | |||
| Share capital | 25 | ||
| Share premium and capital reserves | 27 | ||
Revenue and other reserves | |||
Shareholders’ funds | |||
Non-controlling interests | |||
| Approved by the Board of Directors |
Scott Price
Tom van der Lee
Directors
10 March 2025
96
DFI Retail Group Holdings Limited Annual Report 2024
Consolidated Statement of
Changes in Equity
for the year ended 31 December 2024
| Attributable | |||||||
| to | Attributable | ||||||
| Revenue | shareholders | to non- | |||||
| Share | Share | Capital | and other | of the | controlling | Total | |
| capital | premium | reserves | reserves | Company | interests | equity | |
US$m | US$m | US$m | US$m | US$m | US$m | US$m | |
| 2024 | |||||||
| At 1 January | |||||||
Total comprehensive income | ( | ( | ( | ||||
Dividends paid by the Company (note 28) | ( | ( | ( | ||||
| Unclaimed dividends | |||||||
| forfeited | |||||||
| Share-based long-term | |||||||
| incentive plans | |||||||
| (note 26) | |||||||
Shares purchased for a share-based long- term incentive plan | ( | ( | ( | ||||
| Change in interests | |||||||
in associates and joint ventures | ( | ( | ( | ||||
| Transfer | ( | ||||||
| At 31 December | |||||||
| 2023 | |||||||
| At 1 January | ( | ||||||
Total comprehensive income | |||||||
Dividends paid by the Company (note 28) | ( | ( | ( | ||||
| Share-based long-term | |||||||
| incentive plans | |||||||
| (note 26) | |||||||
Shares purchased for a share-based long- term incentive plan | ( | ( | ( | ||||
Subsidiaries disposed of (note 30(f)) | |||||||
| Change in interests | |||||||
in associates and joint ventures | |||||||
| Transfer | ( | ||||||
| At 31 December |
Revenue and other reserves at 31 December 2024 comprised revenue reserves of US$742.9 million
(2023: US$1,088.3 million)
,
hedging reserves of US$5.6 million
(2023: US$12.2 million)
, revaluation reserves of US$98.8 million
(2023: US$98.5 million)
and exchange reserves of US$416.7 million loss
(2023: US$366.8 million loss)
.
97
for the year ended 31 December 2024
| Consolidated Cash Flow Statement | |||
2024 | 2023 | ||
| Note | US$m | US$m | |
| Operating activities | |||
| Operating profit | 4 | ||
| Depreciation and amortisation | 30(a) | ||
| Other non-cash items | 30(b) | ||
| (Increase)/decrease in working capital | 30(c) | ( | |
Interest received | |||
Interest and other financing charges paid | ( | ( | |
Tax paid | ( | ( | |
Dividends from associates and joint ventures | |||
Cash flows from operating activities | |||
| Investing activities | |||
| Purchase of associates and joint ventures | 30(d) | ( | ( |
| Purchase of other investments | 30(e) | ( | |
Purchase of intangible assets | ( | ( | |
Purchase of tangible assets | ( | ( | |
Repayment from associates and joint ventures | |||
| Sale of subsidiaries | 30(f) | ( | |
| Sale of associates and joint ventures | 30(g) | ||
Sale of other investments | |||
| Sale of supermarkets in Indonesia | 30(h) | ||
| Sale of properties | 30(i) | ||
Sale of other tangible assets | |||
Cash flows from investing activities | ( | ( | |
| Financing activities | |||
| Purchase of shares for a share-based long-term incentive plan | 30(j) | ( | ( |
| Drawdown of borrowings | 22 | ||
| Repayment of borrowings | 22 | ( | ( |
| Net (decrease)/increase in other short-term borrowings | 22 | ( | |
| Principal elements of lease payments | 30(k) | ( | ( |
| Dividends paid by the Company | 28 | ( | ( |
Cash flows from financing activities | ( | ( | |
Net (decrease)/increase in cash and cash equivalents | ( | ||
Cash and cash equivalents at 1 January | |||
Effect of exchange rate changes | ( | ||
| Cash and cash equivalents at 31 December | 30(l) |
98
DFI Retail Group Holdings Limited Annual Report 2024
address of the registered office is given on page 2.
Details of the Group’s material accounting policies are included in note 38.
Notes to the Financial Statements
99
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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119
Notes to the Financial Statements
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121
Notes to the Financial Statements
14. Associates and Joint Ventures continued
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DFI Retail Group Holdings Limited Annual Report 2024
14. Associates and Joint Ventures continued
(b) Investment in joint ventures
123
Notes to the Financial Statements
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DFI Retail Group Holdings Limited Annual Report 2024
16. Debtors
125
Notes to the Financial Statements
16. Debtors continued
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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Notes to the Financial Statements
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145
Notes to the Financial Statements
30. Notes to Consolidated Cash Flow Statement
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DFI Retail Group Holdings Limited Annual Report 2024
30. Notes to Consolidated Cash Flow Statement continued
.
147
Notes to the Financial Statements
30. Notes to Consolidated Cash Flow Statement continued
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149
Notes to the Financial Statements
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151
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DFI Retail Group Holdings Limited Annual Report 2024
38. Material Accounting Policies
Basis of consolidation
(i) The consolidated financial statements include the financial statements of the Company, its subsidiaries, and the
Group’s interests in associates and joint ventures.
(ii) A subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of
an acquisition includes the fair value at the acquisition date of any contingent consideration. The Group recognises
the non-controlling interest’s proportionate share of the recognised identifiable net assets of the acquired subsidiary.
In a business combination achieved in stages, the Group remeasures its previously held interest in the acquiree at
its acquisition-date fair value and recognises the resulting gain or loss in profit and loss. Changes in a parent’s
ownership interest in a subsidiary that do not result in the loss of control are accounted for as equity transactions.
When control over a previous subsidiary is lost, any remaining interest in the entity is remeasured at fair value and
the resulting gain or loss is recognised in profit and loss.
All material intercompany transactions, balances and unrealised surpluses and deficits on transactions between
Group companies have been eliminated.
(iii) An associate is an entity, not being a subsidiary or a joint venture, over which the Group exercises significant
influence. A joint venture is a type of joint arrangement whereby the parties that have joint control of the
arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing
of control of an arrangement, which exists only when decisions about the relevant activities require unanimous
consent of the parties sharing control.
Associates and joint ventures are included on the equity basis of accounting.
Profits and losses resulting from upstream and downstream transactions between the Group and its associates
and joint ventures are recognised in the consolidated financial statements only to the extent of unrelated investor’s
interests in the associates and joint ventures.
(iv) Non-controlling interests represent the proportion of the results and net assets of subsidiaries and their associates
and joint ventures not attributable to the Group.
(v) The results of subsidiaries, associates and joint ventures are included or excluded from their effective dates of
acquisition or disposal, respectively. The Group discontinues using the equity basis of accounting from the date an
investment ceases to be an associated company or a joint venture, that is the date on which the Group ceases to
have significant influence over the associated company or joint control in a joint venture, or on the date when it is
classified as held for sale. The results of entities other than subsidiaries, associates and joint ventures are included to
the extent of dividends received when the right to receive such dividend is established.
153
Notes to the Financial Statements
38. Material Accounting Policies continued
Foreign currencies
Transactions in foreign currencies are accounted for at the exchange rates ruling at the transaction dates.
Assets and liabilities of subsidiaries, associates and joint ventures, together with all other monetary assets and liabilities
expressed in foreign currencies, are translated into United States dollars at the rates of exchange ruling at the year end.
Results expressed in foreign currencies are translated into United States dollars at the average rates of exchange ruling
during the year, which approximate the exchange rates at the dates of the transactions.
Exchange differences arising from the retranslation of the net investment in foreign subsidiaries, associates and joint
ventures, and of financial instruments which are designated as hedges of such investments, are recognised in other
comprehensive income and accumulated in equity under exchange reserves. On the disposal of these investments, such
exchange differences are recognised in profit and loss. Exchange differences on other investments measured at fair value
through profit and loss are recognised in profit and loss as part of the gains and losses arising from changes in their fair
values. All other exchange differences are recognised in profit and loss.
Goodwill and fair value adjustments arising on acquisition of a foreign entity after 1 January 2003 are treated as
assets and liabilities of the foreign entity and translated into United States dollars at the rates of exchange ruling at
the year end.
Impairment of non-financial assets
Goodwill is tested for impairment annually and whenever there is an indication that the assets may be impaired.
Other assets, including associates and joint ventures, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. For the purpose of assessing impairment,
assets are grouped at the lowest level for which there is a separately identifiable cash flow. Cash-generating units or
groups of cash-generating units to which goodwill has been allocated are tested for impairment annually and whenever
there is an indication that the units may be impaired. An impairment loss is recognised for the amount by which the
carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset’s fair value less costs to sell
and value-in-use. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal
of the impairment annually.
Intangible assets
154
DFI Retail Group Holdings Limited Annual Report 2024
38. Material Accounting Policies continued
Tangible assets and depreciation
Depreciation of tangible assets is calculated on the straight-line basis to allocate the cost of each asset to its residual
value over its estimated useful life. The residual values and useful lives are reviewed at each balance sheet date.
The estimated useful lives are as follows:
Freehold buildings 40 years
Buildings on leasehold land Shorter of the lease term or useful life
Leasehold improvements Shorter of unexpired lease term or useful life
Plant and machinery 5 to 10 years
Furniture, equipment and motor vehicles 3 to 10 years
Where the carrying amount of a tangible asset is greater than its estimated recoverable amount, it is written down
immediately to its recoverable amount.
The profit or loss on disposal of tangible assets is recognised by reference to their carrying amounts.
Owner-occupied properties are remeasured at fair value at the date of change in use before transferring to investment
properties. The deficit of net book value against the fair value of the properties is charged to profit and loss as
impairment immediately while the excess of fair value against the net book value of the properties are recognised in
other comprehensive income and accumulated in equity under revaluation reserves. On the disposal of the properties,
such revaluation reserves are transferred to revenue reserves.
155
Notes to the Financial Statements
38. Material Accounting Policies continued
Leases continued
(i) As a lessee continued
The Group also has interests in leasehold land for use in its operations. Lump sum payments are made upfront to acquire
these land interests from their previous registered owners or governments in the jurisdictions where the land is located.
There are no ongoing payments to be made under the term of the land leases, other than insignificant lease renewal
costs or payments based on rateable value set by the relevant government authorities. These payments are stated at
cost and are amortised over the term of the lease which includes the renewal period if the lease can be renewed without
significant cost.
When leasehold land meets the definition of investment properties, they are presented in investment properties.
Leasehold land related to owner-occupied properties is remeasured at fair value at the date of change in use before
transferring to investment properties. The deficit of the net book value against the fair value of the leasehold land is
charged to profit and loss as impairment charge immediately while the excess of fair value against the net book value
of the land lease is recognised in other comprehensive income and accumulated in equity under revaluation reserves.
On the disposal of the properties, such revaluation reserves are transferred to revenue reserves.
Lease liabilities are measured at the present value of lease payments to be made over the lease terms. Lease payments
include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease
payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. In the
case where a lease liability related to a sale and leaseback transaction, the variable lease payments that do not depend
on an index or a rate are included in lease payments. The lease payments also include the exercise price of a purchase
option which is reasonably certain to be exercised and payments of penalties for terminating a lease, if the lease term
reflects the Group exercising that option. The variable lease payments that do not depend on an index or a rate are
recognised as expenses in the period on which the event or condition that triggers the payment occurs unless it relates
to a sale and leaseback transaction.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease
commencement date if the interest rate implicit in the lease is not readily determinable. Lease liabilities are measured
at amortised cost using the effective interest method. After the commencement date, the amount of lease liabilities
is increased by the interest costs on the lease liabilities and decreased by lease payments made.
The carrying amount of lease liabilities is remeasured when there is a change in the lease term, or there is a change in
future lease payments arising from a change in an index or a rate, or there is a change in the Group’s estimate of the
amount expected to be payable under a residual guarantee, or there is a change arising from the reassessment of
whether the Group will be reasonably certain to exercise an extension or a termination option. When the lease liability is
remeasured, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit
and loss if the carrying amount of right-of-use asset has been reduced to zero.
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-
term leases. Low-value assets comprise IT equipment and small items of office furniture. Short-term leases are leases with
a lease term of 12 months or less. Lease payments associated with these leases are recognised on a straight-line basis as
an expense in profit and loss over the lease term.
Lease liabilities are classified as non-current liabilities unless payments are due within 12 months from the balance
sheet date.
156
DFI Retail Group Holdings Limited Annual Report 2024
38. Material Accounting Policies continued
Leases continued
(ii) As a lessor
The Group enters into contracts with lease components as a lessor primarily on its investment properties. These leases
are operating leases as they do not transfer the risks and rewards incidental to the underlying investment properties.
The Group recognises the lease payments received under these operating leases on a straight-line basis as part of
revenue from other sources in profit and loss over the lease term.
Debtors
Trade and other debtors, excluding derivative financial instruments, are measured at amortised cost except where the
effect of discounting would be immaterial. Provision for impairment is established by considering potential financial
difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or
delinquency in payments. The carrying amount of the asset is reduced through the use of an allowance account and the
amount of the loss is recognised in arriving at operating profit. When a debtor is uncollectible, it is written off against the
allowance account. Subsequent recoveries of amount previously written off are credited to profit and loss.
Debtors with maturities greater than 12 months after the balance sheet date are classified under non-current assets.
157
Notes to the Financial Statements
38. Material Accounting Policies continued
Cash and cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise deposits with banks, and cash and
bank balances, net of bank overdrafts. In the balance sheet, bank overdrafts are included in current borrowings.
Provisions
Provisions are recognised when the Group has present legal or constructive obligations as a result of past events,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligations,
and a reliable estimate of the amount of the obligations can be made. Obligations arising from restructuring plans
are recognised when detailed formal plans have been established and when there is a valid expectation that such plans
will be carried out by either starting to implement them or announcing their main features to those affected by it.
Provisions are determined by discounting the expected future cash flows that reflects current market assessments of
the time value of money and the risks specific to the liability except where the effect of discounting would be immaterial.
The unwinding of the discount is recognised as financing charges.
Borrowings and borrowing costs
Borrowings are initially recognised at fair value, net of transaction costs incurred. In subsequent periods, borrowings are
stated at amortised cost using the effective interest method. All borrowing costs are expensed as incurred.
Borrowings are classified as current liabilities unless, at the end of the reporting period, the Group has a right to defer
settlement of the liability for at least 12 months after the balance sheet date.
158
DFI Retail Group Holdings Limited Annual Report 2024
38. Material Accounting Policies continued
Employee benefits
(i) Pension obligations
The Group operates a number of defined benefit and defined contribution plans, the assets of which are held in trustee
administered funds.
Pension accounting costs for defined benefit plans are assessed using the projected unit credit method. Under this
method, the costs of providing pensions are charged to profit and loss spreading the regular cost over the service lives of
employees in accordance with the advice of qualified actuaries, who carry out a full valuation of major plans every year.
The pension obligations are measured as the present value of the estimated future cash outflows by reference to market
yields on high quality corporate bonds which have terms to maturity approximating the terms of the related liability. Plan
assets are measured at fair value.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in
other comprehensive income in the year in which they occur.
Past service costs are recognised immediately in profit and loss.
The Group’s total contributions relating to the defined contribution plans are charged to profit and loss in the year to
which they relate.
(ii) Share-based compensation
The Company operates a number of equity-settled employee share option schemes. The fair value of the employee
services received in exchange for the grant of the share options or the share awards in respect of options or awards
granted after 7 November 2002 is recognised as an expense in profit and loss. The total amount to be expensed over the
vesting period is determined by reference to the fair value of the share options or share awards granted as determined on
the grant date. At each balance sheet date, the Company revises its estimates of the number of share options that are
expected to become exercisable and the number of share awards which will be vested free of payment. The impact of the
revision of original estimates, if any, is recognised in profit and loss.
Derivative financial instruments
The Group only enters into derivative financial instruments in order to hedge underlying exposures and not as speculative
investments. Derivative financial instruments are initially recognised at fair value on the date a derivative contract is
entered into and are subsequently remeasured at their fair values. The method of recognising the resulting gain or loss is
dependent on the nature of the item being hedged. The Group designates certain derivatives as a hedge of the fair value
of a recognised asset or liability (fair value hedge), or a hedge of a forecasted transaction or of the foreign currency risk
on a firm commitment (cash flow hedge).
159
Notes to the Financial Statements
38. Material Accounting Policies continued
Derivative financial instruments continued
At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments
and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset
changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for
undertaking its hedge transactions.
Changes in the fair value of derivatives that are designated and qualified as fair value hedges and that are highly
effective, are recognised in profit and loss, along with any changes in the fair value of the hedged asset or liability that is
attributable to the hedged risk. The gain or loss relating to the effective portion of interest rate swaps hedging fixed rate
borrowings is recognised in profit and loss within finance costs, together with changes in the fair value of the hedged
fixed rate borrowings attributable to interest rate risk. The gain or loss relating to the ineffective portion is recognised in
profit and loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, the cumulative adjustment to the carrying amount of a hedged item for which the effective interest method
is used, is amortised to profit and loss over the residual period to maturity.
Changes in the fair value of derivatives that are designated and qualified as cash flow hedges and that are highly
effective, are recognised in other comprehensive income and accumulated in equity under hedging reserves. Changes
in the fair value relating to the ineffective portion are recognised immediately in profit and loss. Where the hedged item
results in the recognition of a non-financial asset or a non-financial liability, the deferred gains and losses are included in
the initial measurement of the cost of the asset or liability. The deferred amounts are ultimately recognised in profit and
loss as the hedged item affects profit and loss. Otherwise, amounts deferred in hedging reserves are transferred to profit
and loss in the same periods during which the hedged firm commitment or forecasted transaction affects profit and loss.
The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognised
in profit and loss within finance costs at the same time as the interest expense on the hedged borrowings. When a
hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative
gain or loss existing in hedging reserves at that time remains in the hedging reserves and is recognised in profit and
loss when the committed or forecasted transaction occurs. When a committed or forecasted transaction is no longer
expected to occur, the cumulative gain or loss that was reported in hedging reserves is immediately transferred to profit
and loss.
Certain derivative transactions, while providing effective economic hedges under the Group’s risk management policies,
do not qualify for hedge accounting under the specific rules in IFRS 9. Changes in the fair value of any derivative
instruments that do not qualify for hedge accounting under IFRS 9 are recognised immediately in profit and loss.
The fair value of derivatives which are designated and qualified as effective hedges are classified as non-current assets
or liabilities if the remaining maturities of the hedged assets or liabilities are greater than 12 months after the balance
sheet date.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset
and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must
be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or
the counterparty.
160
DFI Retail Group Holdings Limited Annual Report 2024
38. Material Accounting Policies continued
Dividends
Dividends proposed or declared after the balance sheet date are not recognised as a liability at the balance sheet date.
Revenue recognition
(i) Sales of goods
Sales consist of the fair value of goods sold to customers, net of returns, discounts and sales related taxes. Sales of goods
is recognised when the control of the asset is transferred to customers which is at the point of sale or when the delivery of
the goods is made to the customers, and is recorded at the net amount received from customers.
(ii) Revenue from other sources
Revenue from other sources comprises primarily delivery and assembly income, income from concessions, service income,
income from the Group’s customer loyalty programme, rental income from the investment properties and plastic
bags income.
Delivery and assembly income and service income are recognised when the services are rendered to the customers.
Concessions and service income are based on the Group’s contractual commission.
Programme contribution mainly revenue share and subscription income, associated with the on-going provision of
marketing service or loyalty point management service to participating merchants, is recognised over time when the
service is being performed. Where separately identifiable performance obligation is associated with the programme
contribution, revenue is recognised at a point in time when the performance obligation is deemed to have been met.
Loyalty point margin is recognised when loyalty points are redeemed by the customers of participating merchants.
Breakage, refers to the proportion of loyalty points that are expected to expire, which is recognised as revenue in
proportion to the pattern of loyalty points redemption.
Rental income from investment properties is accounted for as earned.
Plastic bags income, represents a levy charged on plastic bags, is recognised at the point of sale.
161
Notes to the Financial Statements
38. Material Accounting Policies continued
Buying income
Supplier incentives, rebates and discounts are collectively referred to as buying income. Buying income is recognised when
earned by the Group, which occurs when all obligations conditional for earning income have been discharged, and the
income can be measured reliably based on the terms of the contract.
The income is recognised as a credit within cost of sales. Where the income earned relates to stocks which are held by the
Group at period ends, the income is included within the cost of those stocks, and recognised in cost of sales upon sale of
those stocks. The accrued value at the reporting date is included in trade debtors or trade creditors, depending on the
right of offset.
The key types of buying income which the Group receives include:
• Discounts and incentives relate to individual unit sales.
• Sales volume-based incentives based on achieving certain purchases on promotion for an event or a period.
• Conditional incentives subject to satisfaction of certain conditions by the Group.
• Fixed amounts agreed with suppliers for supporting in-store activity.
39. Standards and Amendments Issued But Not Yet Effective
A number of amendments effective for accounting periods beginning after 2024 have been published and will be
adopted by the Group from their respective effective dates. The Group is currently assessing the potential impact of these
standards and amendments but expects their adoption will not have a significant impact on the Group’s consolidated
financial statements. The more important standard and amendments that are relevant to the Group are set out below.
Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9
and IFRS 7
(effective from 1 January 2026)
These amendments clarify (i) the date of recognition and derecognition of some financial assets and liabilities, with a
new exception for some financial liabilities settled through an electronic cash transfer system; (ii) further guidance for
assessing whether a financial asset meets the solely payments of principal and interest criterion; (iii) add new disclosures
for certain instruments with contractual terms that can change cash flows (such as some financial instruments with
features linked to the achievement of environment, social and governance targets); and (iv) update the disclosures for
equity instruments designated at fair value through other comprehensive income. The Group is assessing the impact on
the Group’s consolidated financial statements.
IFRS 18 ‘Presentation and Disclosure in Financial Statements’
(effective from 1 January 2027)
The standard requires new presentation and disclosure in financial statements, which replaces IAS 1, with a focus on
updates to the statement of profit and loss. The key new concepts introduced in IFRS 18 relate to (i) the structure of the
statement of profit and loss with defined subtotals; (ii) requirement to determine the most useful structure summary
for presenting expenses in the statement of profit and loss; (iii) required disclosures in a single note within the financial
statements for certain profit and loss performance measures that are reported outside an entity’s financial statements
(that is, management-defined performance measures); and (iv) enhanced principles on aggregation and disaggregation
which apply to the primary financial statements and notes in general. The Group is assessing the changes on presentation
and disclosure required in the Group’s consolidated financial statements.
162
DFI Retail Group Holdings Limited Annual Report 2024
163
Notes to the Financial Statements
40. Financial Risk Management continued
Financial risk factors continued
164
DFI Retail Group Holdings Limited Annual Report 2024
40. Financial Risk Management continued
Financial risk factors continued
165
Notes to the Financial Statements
40. Financial Risk Management continued
Financial risk factors continued
166
DFI Retail Group Holdings Limited Annual Report 2024
40. Financial Risk Management continued
Financial risk factors continued
167
Notes to the Financial Statements
40. Financial Risk Management continued
168
DFI Retail Group Holdings Limited Annual Report 2024
40. Financial Risk Management continued
169
Notes to the Financial Statements
40. Financial Risk Management continued
170
DFI Retail Group Holdings Limited Annual Report 2024
40. Financial Risk Management continued
171
Notes to the Financial Statements
40. Financial Risk Management continued
Fair value estimation continued
172
DFI Retail Group Holdings Limited Annual Report 2024
173
Notes to the Financial Statements
174
DFI Retail Group Holdings Limited Annual Report 2024
175
Independent Auditor’s Report
To the Members of DFI Retail Group Holdings Limited
(incorporated in Bermuda with limited liability )
Report on the Audit of the Consolidated Financial Statements
Opinion
What we have audited
The consolidated financial statements of DFI Retail Group Holdings Limited (the Company) and its subsidiaries (the Group)
included within the Annual Report, which comprise:
• theConsolidatedBalanceSheetat31December2024;
• theConsolidatedProfitandLossAccountfortheyearthenended;
• theConsolidatedStatementofComprehensiveIncomefortheyearthenended;
• theConsolidatedStatementofChangesinEquityfortheyearthenended;
• theConsolidatedCashFlowStatementfortheyearthenended;and
• the Notes to the Financial Statements, comprising material accounting policy information and other explanatory
information.
Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the
consolidated financial statements. These disclosures are cross-referenced from the consolidated financial statements
and are identified as audited.
Our opinion
In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the
Groupasat31December2024,andofitsconsolidatedfinancialperformanceanditsconsolidatedcashflowsfortheyear
then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants
(including International Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code.
176
DFI Retail Group Holdings Limited Annual Report 2024
Our Audit Approach
Overview
Materiality
• OverallGroupmateriality:US$22.1million
(2023:US$22.9million)
,basedon0.25%
(2023:0.25%)
of the total
revenue of the Group.
Audit scope
• A full scope audit was performed on five entities including three subsidiaries and two associates, Maxim’s Caterers
Limited (Maxim’s) and Yonghui Superstores Co., Ltd (Yonghui).
• These entities, together with audit of specific balances and transactions performed on six other subsidiaries, and
proceduresperformedoncentralfunctionsandattheGrouplevel,accountedfor90%oftheGroup’srevenue,87%
oftheGroup’sprofitbeforetax,72%oftheGroup’sunderlyingprofitbeforetax.
Key audit matters identified in our audit are summarised as follows:
• RecoverabilityofgoodwillforSanMiuMacau;
• CarryingvalueofinvestmentinRobinsonsRetailHolding,Inc.(RobinsonsRetail);and
• Divestment of interest in Yonghui.
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
consolidatedfinancialstatements.Inparticular,weconsideredwheretheDirectorsmadesubjectivejudgements;for
example, in respect of significant accounting estimates that involved making assumptions and considering future events
that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,
including among other matters, consideration of whether there was evidence of bias by the Directors that represented a
risk of material misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance
whether the consolidated financial statements are free from material misstatement. Misstatements may arise due to
fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall
group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with
qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements, both individually and in aggregate on the consolidated financial
statements as a whole.
Overall group materiality US$22.1million
(2023:US$22.9million)
How we determined it 0.25%ofthetotalrevenueoftheGroup
(2023:0.25%ofthetotalrevenue
of the Group)
Rationale for the materiality
benchmark applied
Total revenue is a primary measure used by the shareholders in assessing the
performance of the Group when underlying profit before tax is relatively thin.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
US$1.10million
(2023:US$1.14million)
, other than classifications within the Consolidated Profit and Loss Account or
ConsolidatedBalanceSheet,whichwereonlyreportedaboveUS$2.9million
(2023:US$4.9million)
. We would also report
misstatements below these amounts that in our view, warranted reporting for qualitative reasons.
177
Independent Auditor’s Report
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Key Audit Matter
Recoverability of goodwill for San Miu Macau
Refertonote10(IntangibleAssets)andnote41
(Critical Accounting Estimates and Judgements) to
the consolidated financial statements.
Management undertook annual impairment assessments
for all cash generating units (CGUs) containing goodwill,
as required by accounting standards. Based on
management’s assessments, the recoverable amount for
the San Miu Macau CGU was lower than the carrying
value.AnimpairmentchargeofUS$120.5millionwas
recognised as a non-trading item in the Consolidated
ProfitandLossAccountfortheyearended31December
2024,representingfullimpairmentofthegoodwill.
How our audit addressed the key audit matter
We assessed the inherent risk of material misstatement by
considering the degree of estimation uncertainty and
judgement involved in determining the recoverable
amounts of CGUs containing goodwill, including the
assumptions applied. We performed the following
procedures in relation to management’s impairment
assessments, focusing on the CGU containing the San Miu
Macau goodwill.
With the support of our valuation experts, we assessed key
assumptions used in management’s valuation assessment
against relevant supporting evidence. This included whether
the assumptions in respect of projected cash flows of the
business, the discount rate, and the long-term growth rate
were appropriate.
We agreed the projected cash flows used in the assessment
to management approved budgets. We also tested
management’s historical estimation accuracy by comparing
historical budgeted performance with actual results.
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DFI Retail Group Holdings Limited Annual Report 2024
Key Audit Matter
Recoverability of goodwill for San Miu Macau
continued
There is inherent estimation uncertainty and judgement in
determining the recoverable amount of a CGU containing
goodwill. Assumptions are applied by management in
preparing the valuation assessments, particularly in
respect of projected cash flows, the discount rates and
the long-term growth rates.
We focused on the San Miu Macau CGU as this contained
the most significant goodwill balance held by the Group
and had a higher risk of impairment
How our audit addressed the key audit matter
We compared the discount rate used by management
with the range of discount rates used in similar businesses
andconsideredwhethermanagementhadincorporated
relevant macro-economic and country-specific factors,
as well as those specific to the business, based on available
external market data.
For the long-term growth rate we compared this with the
long-term inflation rate for Macau.
Based on the procedures performed, we found that the
key assumptions made by management, including the
projected cash flows, discount rate and long-term growth
rate used in the valuation assessment, were reasonable.
We assessed the adequacy of the disclosures related to
the goodwill balance in the context of IFRS Accounting
Standards,andconsideredthedisclosurestobe
appropriate.
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Independent Auditor’s Report
Key Audit Matter
Carrying value of investment in Robinsons Retail
Holding, Inc. (Robinsons Retail)
Refertonote14(AssociatesandJointVentures)and
note41(CriticalAccountingEstimatesandJudgements)
to the consolidated financial statements.
Asat31December2024,thecarryingvalueoftheGroup’s
investment in its associate, Robinsons Retail, was higher
than its fair value based on its prevailing market share price.
Management undertook an impairment assessment,
as required by accounting standards, as there was an
indicator of impairment identified. As part of this
assessment, management revised its methodology used
to determine the recoverable amount compared with
previous years, using a value-in-use valuation based on
future cash inflows derived from holding the investment
and from its ultimate disposal.
The estimated disposal cash inflow was determined by
managementusingthe12-monthaveragesharepriceof
RobinsonsRetailfortheyearended31December2024,
adjusted for an average premium based on recent merger
and acquisition transactions for comparable companies.
Based on management’s assessment the recoverable
amount was lower than the carrying value of the
investmentat31December2024.Animpairmentcharge
ofUS$231.3millionwasrecognisedasanon-tradingitem
in the Consolidated Profit and Loss Account for the year.
How our audit addressed the key audit matter
We assessed the inherent risk of material misstatement by
considering the degree of estimation uncertainty and the
judgement involved in determining the assumptions to be
applied. We understood and reviewed what indicator of
impairment had been identified. We performed the following
procedures over management’s impairment assessment.
We evaluated the appropriateness of the valuation
methodology used. We discussed the basis for the change
with management, and corroborated management’s
explanations to supporting documents.
With the support of our valuation experts, we benchmarked
and challenged key assumptions in management’s
valuation model used to determine the recoverable
amount against market data. This included whether the
assumptions used to determine the estimated disposal
cash inflow and the discount rate were appropriate.
For the estimated disposal cash inflow, we evaluated the
useofthe12-monthaveragesharepriceofRobinsons
Retail by management, and validated the share price to
supporting information. We challenged management on
the selection of recent merger and acquisition transactions
used to determine the average premium applied to
understand how management determined which
transactions were considered to be relevant and
comparable. We performed our own independent research
of premiums arising on recent merger and acquisition
transactions for comparable companies and compared
these with management’s results.
We compared the discount rate used with the range of
typical discount rates used in similar businesses and
considered whether management had incorporated
relevant macroeconomic and country-specific factors,
as well as those specific to Robinsons Retail.
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DFI Retail Group Holdings Limited Annual Report 2024
Key Audit Matter
Carrying value of investment in Robinsons Retail
Holding, Inc. (Robinsons Retail)
continued
There is inherent estimation uncertainty and judgement in
determining the recoverable amount of the carrying value
of the investment. Assumptions are made by management
in preparing the valuation used in the impairment
assessment, particularly in respect the estimated disposal
cash inflow and the discount rate.
We focused on the carrying value of the Group’s investment
in Robinsons Retail due to the significant judgements and
estimates involved in the impairment assessment.
How our audit addressed the key audit matter
We evaluated the sensitivity analysis performed by
management and performed our own independent
sensitivity analysis on the key assumptions and considered
a range of alternative outcomes to determine the
sensitivity of the valuation model to changes in
these assumptions.
Based on the procedures performed, we found that
the key assumptions made by management, including
theestimateddisposalcashinflowsanddiscountrate
used in the impairment assessment, were reasonable.
We assessed the adequacy of the disclosures related to
the carrying value of the investment in Robinsons Retail
in the context of IFRS disclosure requirements, and
consideredthedisclosurestobeappropriate.
181
Independent Auditor’s Report
Key Audit Matter
Divestment of interest in Yonghui
Refertonote20(AssetsHeldforSale/(Liabilities
AssociatedwithAssetsHeldforSale)),note40(Financial
RiskManagement)andnote41(CriticalAccounting
Estimates and Judgements) to the consolidated
financial statements.
On23September2024,theGroupenteredintoashare
transfer agreement with a third-party for the disposal of
the Group’s entire associate interest in Yonghui, for a
considerationofCNY4,495.9million(approximately
US$622.7million).
On entering the share transfer agreement, management
considered the completion of the transaction to be highly
probablewithin12monthsandreclassifiedtheGroup’s
interest in Yonghui as held for sale at that date.
Management designated the share transfer agreement,
which is a forward contract, as a hedging instrument to
offset the changes in fair value of the shares associated
with the Group’s interest in Yonghui, and applied fair
value hedge accounting from the date of the share
transfer agreement.
Asat31December2024,theGrouphadaninterest
inassociateheldforsaleofUS$1,662.1million,anda
derivative liability in respect of the share transfer agreement
ofUS$1,050.7millionontheConsolidatedBalanceSheet.
AnetlossofUS$114.4millioninrespectofthedivestment
wasrecognisedasanon-tradingitemintheConsolidated
ProfitandLossAccountfortheyearended31December
2024.
We focused on the divestment of interest in Yonghui
given the significance of the amounts recognised in
the consolidated financial statements, and significant
judgements made by management in applying held for
sale and fair value hedge accounting.
How our audit addressed the key audit matter
We assessed the inherent risk of material misstatement by
considering the degree of judgement involved in applying
held for sale and fair value hedge accounting.
We obtained and reviewed the share transfer agreement
and assessed the key terms including the shares disposal,
consideration, and the conditions precedent set out therein.
We assessed the appropriateness of the classification
of the Group’s investment in associate to held for sale as
at23September2024and31December2024,including
the likelihood of the conditions precedent being fulfilled
andthetransactioncompletingwithin12months.
We discussed with management and reviewed
management’s hedging documentation and evaluated
whether the criteria for fair value hedge accounting had
been met, and that the hedge effectiveness had been
appropriately determined.
With the support of our valuation experts, we assessed
management’s valuations for the derivative liability
andheldforsaleassetat23September2024and
31December2024,withreferencetotheYonghuishare
price as at those dates. We evaluated the assumptions
used in respect of the derivative valuation, including the
time value of money and other factors.
Based on the procedures performed, we found that
judgements made by management in applying the held
for sale and fair value hedge accounting were supportable.
We assessed the adequacy of the disclosures related to
the divestment of interests in Yonghui in the context of
IFRSAccountingStandards,andconsideredthedisclosures
to be appropriate.
182
DFI Retail Group Holdings Limited Annual Report 2024
How We Tailored Our Group Audit Scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the
consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes
and controls, and the industries in which the Group operates.
The Group’s accounting processes are structured around finance functions, which are responsible for their own
accounting records and controls, which in turn, report financial information to the Group’s finance function in Hong Kong
to enable them to prepare consolidated financial statements.
In establishing the overall approach to the Group audit, we determined the type of work that needed to be performed by
members of the Group engagement team or by component auditors from member firms within the PwC Network and
other auditors operating under our instruction. Where the work was performed by component auditors, we determined
the level of involvement necessary for us to have in the audit work at those components to be able to conclude whether
sufficient, appropriate audit evidence had been obtained as a basis for our opinion on the consolidated financial
statements as a whole. The Group engagement team was involved in the significant reporting entities in scope for Group
reporting during the audit cycle through a combination of meetings, visits and conference calls. Senior members of the
Group engagement team undertook visits to the Chinese mainland, Indonesia and Singapore during the year to direct
and oversee the audit, along with regular communication through conference calls and either remote or on site review of
the work of component teams in those locations.
A full scope audit was performed on five entities including three subsidiaries and two associates, Maxim’s and Yonghui.
These entities, together with the audit of specific balances and transactions performed on six other subsidiaries, and
procedures performed on central functions and at the Group level (on the consolidation and other areas involving
significantjudgement),accountedfor90%oftheGroup’srevenue,87%oftheGroup’sprofitbeforetaxand72%of
the Group’s underlying profit before tax.
This gave us the evidence we needed for our opinion on the consolidated financial statements as a whole.
Other Information
The Directors of the Company are responsible for the other information. The other information comprises all of
the information included in the annual report other than the consolidated financial statements and our auditor’s
report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial
statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
183
Independent Auditor’s Report
Responsibilities of Directors and the Audit Committee for the Consolidated Financial Statements
As explained more fully in the Responsibility Statements and the Corporate Governance section in the Annual Report,
the Directors of the Company are responsible for the preparation of the consolidated financial statements that give a
true and fair view in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as
the Directors determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic
alternative but to do so.
The Audit Committee assists the Directors in discharging their responsibilities for overseeing the Group’s financial
reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information
of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and review of the audit work performed for purpose
of the group audit. We remain solely responsible for our audit opinion.
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DFI Retail Group Holdings Limited Annual Report 2024
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Audit Committee, we determine those matters that were of most significance
in the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Use of this report
This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance
withSection90oftheCompaniesAct1981(Bermuda)andfornootherpurpose.Wedonot,ingivingtheseopinions,
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose
hands it may come, including without limitation under any contractual obligations of the Company, save where expressly
agreed by our prior consent in writing.
The engagement partner on the audit resulting in this independent auditor’s report is Sean William Tuckfield.
Other Matter
The Company is required by the United Kingdom Financial Conduct Authority Disclosure Guidance and Transparency
Rule to include these consolidated financial statements in an annual financial report prepared under the structured
digitalformatrequiredbyDTR4.1.15R–4.1.18RandfiledontheNationalStorageMechanismoftheFinancialConduct
Authority. This auditor’s report provides no assurance over whether the structured digital format annual financial report
has been prepared in accordance with those requirements.
PricewaterhouseCoopers
Certified Public Accountants
Hong Kong
10March2025
Independent Auditor’s Report
185
Five Year Summary
2024 2023 2022 2021 2020
US$m US$m US$m US$m US$m
Profit and Loss
Revenue * 8,868.9 9,169.9 9,174.2 9,188.2 10,443.4
(Loss)/profit attributable to shareholders (244.5) 32.2 (114.6) 102.9 271.0
Underlying profit attributable to shareholders 200.6 154.7 28.8 104.6 275.7
Underlying earnings per share
(US¢)
14.91 11.49 2.14 7.73 20.38
(Loss)/earnings per share
(US¢)
(18.17) 2.39 (8.51) 7.61 20.03
Dividends per share
(US¢)
10.50 8.00 3.00 9.50 16.50
Balance Sheet
Total assets 7,272.0 7,111.1 7,326.3 7,604.8 7,900.5
Total liabilities (6,677.3) (6,123.0) (6,384.9) (6,337.6) (6,564.6)
Net operating assets 594.7 988.1 941.4 1,267.2 1,335.9
Shareholders’ funds 581.4 980.2 947.1 1,267.2 1,322.3
Non-controlling interests 13.3 7.9 (5.7) – 13.6
Total equity 594.7 988.1 941.4 1,267.2 1,335.9
Net debt (467.6) (617.8) (865.5) (843.9) (816.7)
Net asset value per share
(US¢)
42.95 72.41 69.98 93.67 97.75
Cash Flow
Cash flows from operating activities 972.9 1,043.6 939.8 942.3 1,067.2
Cash flows from investing activities (63.6) (94.6) (201.0) (124.7) (86.4)
Cash flows before financing activities 909.3 949.0 738.8 817.6 980.8
Cash flow per share from operating activities
(US¢)
71.87 77.10 69.45 69.65 78.89
* Figures in 2020 and 2021 have been restated to include revenue from other sources.
186
DFI Retail Group Holdings Limited Annual Report 2024
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 this 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
10 March 2025
187
Overview of the Group’s Governance Approach
DFI Retail Group (the Group), comprising DFI Retail Group Holdings Limited (the Company) and its subsidiaries,
understands the value of good corporate governance in driving the long-term sustainable success of its business and
attaches importance to the corporate stability that strong governance brings, as well as the opportunities that result from
it being part of the Jardine Matheson Holdings Limited (Jardine Matheson) group.
The Group is committed to high standards of governance. The system of governance it has adopted has been developed,
over many years, by the members of the Jardine Matheson group, and both the Group and its stakeholders regard as
appropriate to the nature of its business and the long-term strategy it pursues in its markets across the Chinese mainland
and South East Asia. The Group’s governance framework is tailored to its size, ownership structure, the complexity and
breadth of business. It enables the Company to benefit from Jardine Matheson’s professional expertise while at the same
time ensuring that the independence of the Board is respected and clear operational accountability rests with the
Company’s executive management.
The Company also ensures that the Group continues to demonstrate the characteristics and values that have enabled
the Group to prosper over the long-term:
• A long-term perspective – the Group takes a long-term view in its decision-making and investments, drawing on
the expertise and experience of our Directors, and does not focus on short-term profits. This leads to long-term,
sustainable growth for our shareholders and benefits the communities where we operate.
• Credibility, stability and trust – the credibility, stability and trust built up by the Group over many generations are
highly valued by our partners and other stakeholders, especially in developing markets.
• Deep knowledge of our markets – the extensive experience and long track record of the Group have led to a deep
understanding of how to drive successful growth across our markets, giving the Group a competitive advantage.
The Group believes that its stakeholders gain significant value from the long-term approach it takes. It is also important,
however, to adapt to changing circumstances in our markets and, where appropriate, to the developing expectations of
stakeholders and changes in best practice. In this context, over the past year the Group has strengthened the Company’s
Board and leadership team, bringing in expertise to support our businesses in highly dynamic and competitive markets. In
parallel, we have continued to enhance our approach to governance to be more focused and to drive better decision-
making and results.
In order to ensure clear allocation of accountability, the Company’s strengthened leadership team is responsible for
developing and executing the Group’s business strategies and delivering on performance. The leadership team is directly
accountable to the Board, which provides robust challenge, support and guidance, bolstered by extensive industry-specific
expertise and experience from independent non-executive directors (the INEDs).
INEDs with a broad and diverse range of backgrounds are a valuable source of external perspectives and are a key
element of good governance and decision-making. The Company has taken further steps over the past year to increase
the independence and diversity of its Board.
Corporate Governance
188
DFI Retail Group Holdings Limited Annual Report 2024
Overview of the Group’s Governance Approach continued
During the year and subsequent to the end of the year under review, the Company underwent several changes in its
governance. Anthony Nightingale retired from the Board and the Audit Committee on 31 January 2024. Weiwei Chen
succeeded Anthony Nightingale as the Chair of the Audit Committee on 31 January 2024. On 22 July 2024, John Witt
was appointed as Chairman, the Chair of the Remuneration and Nominations Committees, succeeding Ben Keswick.
On the same day, Graham Baker joined the Board as a Non-Executive Director and resigned as a member of the
Remuneration Committee; Adam Keswick stepped down from the Board and resigned as a member of the Nominations
Committee. In addition, Christian Nothhaft and Raymond Co were appointed as members of the Remuneration and
Nominations Committees. The Company further appointed Tom van der Lee as the Group Chief Financial Officer and
Executive Director in place of Clem Constantine on 1 October 2024. On 17 February 2025, the Company appointed Elaine
Chang as an additional INED to the Board and Ben Keswick stepped down from the Board. As a result of these changes,
the Board comprised eight Directors, of whom 50% are considered independent, taking into account the independence
considerations under the UK Corporate Governance Code (the Code), and 25% are female.
Having an effective corporate governance framework supports the Board in delivering the Group’s strategy and supports
long-term sustainable growth, and ensuring it operates transparently and in accordance with the best practice.
Group Structure
Jardine Matheson is the ultimate holding company of the Group. The structural relationship between the Jardine
Matheson group and the Group is considered a key element of the Group’s success. By establishing common values and
standards, and sharing experience, contacts and business relationships, the Jardine Matheson portfolio companies,
including the Group, aim to optimise their opportunities across the Asian countries in which they operate.
Governance and Legal Framework
The Company is incorporated in Bermuda with most of its retailing business interests held entirely in Asia. The primary
listing of the Company’s equity shares is in the Equity Shares (Transition) Category (the Transition Category) of the Main
Market of the London Stock Exchange (LSE). The Company also has secondary listings in Singapore and Bermuda. As the
Company has only secondary listings on these exchanges, many of the listing rules of such exchanges are not applicable.
Instead, the Company must release the same information in Singapore and Bermuda as it is required to release under the
rules which apply to it as a result of being listed in the Transition Category on the LSE.
As a company incorporated in Bermuda , the Company is governed by:
• The Bermuda Companies Act 1981 (the Bermuda Companies Act);
• The Bermuda Dairy Farm International Holdings Limited Consolidation and Amendment Act 1988 (as amended),
pursuant to which the Company was incorporated, and the Bermuda Dairy Farm International Holdings Limited
Regulations 1993 (as amended, the Regulations) were implemented; and
• The Company’s Memorandum of Association and Bye-Laws.
The Bermuda Takeover Code for the Company is set out in the Regulations and is based on the UK City Code on Takeovers
and Mergers. It provides an orderly framework within which takeover offers can be conducted and the interests of
shareholders protected.
Other acquisition mechanisms available under the Bermuda Companies Act include schemes of arrangement and
amalgamation and mergers. The Bermuda Companies Act provides a framework within which such procedures can be
conducted and the interests of shareholders protected.
The shareholders can amend the Company’s Bye-Laws by way of a special resolution at a general meeting of the Company.
The Company will modernise the provisions in the Bye-Laws and seek shareholders’ approval at the 2025 Annual General
Meeting (AGM) for the adoption of the new Bye-Laws.
189
Corporate Governance
Governance and Legal Framework continued
The Company’s listing in the Transition Category of the LSE means that it is bound by many, but not all, of the same
rules as companies which fall within the Equity Shares (Commercial Companies) categories (the Commercial Companies
Category) of the LSE, under the UK Listing Rules, the Disclosure Guidance and Transparency Rules (DTRs) issued by the
Financial Conduct Authority in the United Kingdom (FCA), the UK Market Abuse Regulation (MAR) and the Prospectus
Regulation Rules. This includes rules relating to continuous disclosure, periodic financial reporting, disclosure of interests
in shares, market abuse and the publication and content of prospectuses in connection with admission to trading or
the offering of securities to the public. In addition, the Company is subject to regulatory oversight from the FCA, as the
Company’s principal securities regulator, and is required to comply with the Admission and Disclosure Standards of the
Main Market of the LSE.
The Company and its Directors are also subject to legislation and regulations in Singapore relating, among other things,
to insider dealing.
When the shareholders approved the Company’s move to a standard listing from a premium listing in 2014, the Company
stated that it intended to maintain certain governance principles, which were applicable to it at that time by virtue of its
UK premium listing. As a result, the Company adopted a number of governance principles (the Governance Principles)
based on the applicable requirements for a UK premium listing in 2014, which went further than the standard listing
requirements at the time.
Following the FCA’s recent reform of the UK listing regime, including the introduction of new UK Listing Rules which
came into effect on 29 July 2024 (the 2024 UK Listing Rules), the replacement of the previous UK premium and standard
segments of the Official List of the FCA with the UK commercial companies category and the transfer of the listing of the
Company’s equity shares to the Transition Category, the Company has undertaken a review of the Governance Principles
to ensure they remain appropriate and take into account market practice.
Following such review, the Board considers that certain amendments to the Governance Principles are appropriate to
align more closely with, and have regard to, the 2024 UK Listing Rules that other UK listed companies are subject to and
to reflect the modernisation of the governance of the Company. With immediate effect, the Company intends to have
regard to the 2024 UK Listing Rules (as in effect on 29 July 2024) applicable to the UK commercial companies category,
when applying the Governance Principles in relation to significant transactions and related party transactions.
This means that the key elements of the Governance Principles are now updated as follows:
• If the Company carries out a related party transaction which, if its shares were listed on the UK commercial
companies category would require a sponsor to provide a fair and reasonable opinion under the provisions of the
2024 UK Listing Rules, it will engage an independent financial adviser to confirm that the terms of the transaction
are fair and reasonable as far as the shareholders of the Company are concerned.
• If the Company carries out such a related party transaction or a significant transaction (one that would be classified
as a significant transaction under the provisions of the 2024 UK Listing Rules), as soon as reasonably practical after
the terms are agreed, the Company will issue an announcement, providing such details of the transaction as are
necessary for investors to evaluate the effect of the transaction on the Company.
• At each AGM, the Company will seek shareholders’ approval to issue new shares on a non-pre-emptive basis for up to
33% of the Company’s issued share capital, of which new shares representing up to 5% of the Company’s issued share
capital can be issued for cash consideration.
• The Company adheres to a set of Securities Dealing Rules which follow the provisions of MAR with respect to market
abuse and disclosure of interests in shares.
The Company is not required to comply with the Code, which applies to all UK commercial companies category issuers
and sets out the governance principles and provisions expected to be followed by companies subject to the Code.
However, the Company does have regard to the Code in developing and implementing its approach to corporate
governance and disclosure.
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DFI Retail Group Holdings Limited Annual Report 2024
The Management of the Group
The Board
The Board is responsible for ensuring that the Group is appropriately managed and achieves its strategic objectives in
a way that is supported by the right culture, values and behaviours. The Group’s culture provides the foundation for the
delivery of our strategy and our long-term, sustainable success. Our workforce policies and practices are consistent with
and support our culture. Periodic team members surveys - Your Voice Counts are conducted to assess the culture, team
member engagement and other key organisation health dimensions and enable management to identify actions that
could be taken to further improve our culture.
The Board is also responsible for ensuring that appropriate systems and controls are in place to enable efficient
management and well-informed decision-making. Our business processes incorporate efficient internal reporting, robust
internal controls, and supervision of current and emerging risk themes, all of which form a vital part of our governance
framework. As a key part of this, the Company Secretary has set up processes and systems to ensure that all Directors
receive information in a timely, accurate and clear manner. We use a board paper distribution portal to disseminate
board and committee papers securely to Directors.
The Chairman facilitates discussions at Board meetings, by ensuring all Directors have an opportunity to make comments
and ask questions. In addition, the Chairman discusses matters with Directors individually and collectively outside of
Board meetings. The Chairman also uses other gatherings of the Directors, such as Board dinners, to facilitate discussions
in a less formal environment.
The Board has full power to manage the Company’s business affairs, except matters reserved to be exercised by the
Company in a general meeting under Bermuda legislation or the Company’s Bye-Laws. Key matters for which the Board
is responsible include:
• The overall strategic aims and objectives of the Group;
• Establishing the Company’s purpose and values;
• Approval of the Group’s strategy and risk appetite to align with the Group’s purpose and values;
• Approval and oversight of the Group policy framework and approval of appropriate Group policies;
• Approval of the Annual Budget and monitoring of performance against it;
• Oversight of the Group’s activities;
• Approval of major changes to the Group’s corporate or capital structure;
• Approval of major capital expenditure and significant transactions in terms of size or reputational impact;
• Approval of interim and annual financial statements, Annual Report and Accounts, and interim management
statement, upon recommendation from the Audit Committee;
• Approval of dividend policy and the amount and form of interim and final dividend payments, for approval by
shareholders as required;
• Ensuring relevant sustainability and ESG matters are incorporated into purpose, governance, strategy, decision-making
and risk management;
• Overseeing the management of risk within the Group;
• Any significant changes to the Company’s accounting policies or practices, upon recommendation from the
Audit Committee;
• Appointment, re-appointment or removal of the external auditor, subject to shareholders’ approval, upon
recommendation from the Audit Committee;
• Approval of matters relating to AGM resolutions and shareholder documentation;
• Approval of all shareholder circulars, prospectuses and listing particulars issued by the Company; and
• Approval of material public announcements concerning matters decided by the Board.
Responsibility for certain matters, including the approval of borrowing facilities and capital expenditure (other than major
capital expenditure required to be approved by the Board), has been delegated by the Board to the Finance Committee
and the Jardine Matheson group finance director with specific written terms of reference outlining its role and authorities.
The Company sees the value of regularly reviewing the effectiveness of its processes and making improvements where
appropriate.
191
Corporate Governance
The Board continued
Board activities
Set out below is a summary of the key areas of activity of the Board:
1. Strategy
To facilitate oversight and provide opportunities for the Board to challenge and measure progress against the Group’s
strategic priorities, at each Board meeting the Group Chief Executive and Group Chief Financial Officer provide
updates on the operational and financial performance of the Group.
2. Operational Performance
Our businesses operate in highly dynamic markets and constantly need to innovate and adapt to remain relevant and
achieve long-term, sustainable success. In the past years, Asia has seen a large influx of new capital, the rapid rise of
digital companies and an increasing desire among consumers for convenient digital services. In response, we have put
innovation, operational excellence and an entrepreneurial spirit at the heart of everything we do.
At each Board meeting, an update is provided on the operational performance of each business segment, which offers
important insights into the opportunities and challenges faced. In addition, Directors are provided with a deeper
understanding of how our varied markets function and the implications for stakeholder-related issues in order to equip
the Board with the necessary perspective to enhance strategic decision-making.
3. Supporting Leadership Team and Team Members
The Group attaches great importance to attracting, developing and retaining leadership talent. We strive to develop
leaders who are entrepreneurial in how they develop their businesses.
The Group is focused on enhancing performance management structures to recognise, reward and retain talent, with
incentives aligned to drive shareholder value by building better, stronger businesses.
The Company is also committed to creating an inclusive workplace which reflects the diversity of the customer we
serve across all the markets.
The Board is provided with regular people updates to enable it to support talent attraction, development and retention,
and the progress of Diversity, Equity and Inclusion (DE&I) and team member engagement initiatives.
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DFI Retail Group Holdings Limited Annual Report 2024
Board activities continued
4. Financial Performance and Risk
The Board oversees the actions the Company takes to deliver superior, long-term returns for our shareholders from our
market-leading businesses. We aim for decisive management built on a disciplined, long-term approach to capital
allocation and investment expertise, to maximise financial performance, maintain our financial strength and manage
risks. Over time, and in addition to be being part of the Jardine Matheson group of businesses, we have developed deep
relationships with a wide range of well-capitalised, leading banks and corporate partners, which support the Group’s
financial strength.
The Group Chief Financial Officer presents a detailed overview of the financial performance of the Group at each Board
meeting, to ensure that Directors are provided with sufficient information to enable them to provide appropriate
financial oversight, and have the opportunity to challenge management as appropriate. The information provided
includes details of the financial performance of each business unit.
The Board also reviews the Group’s capital allocation approach, dividend policy and shareholder returns, as well as the
management of Group debt levels, interest cover and capital markets activities.
The Board has overall responsibility for risk management and is actively engaged in regular discussions about the
principal risks faced by the Group. The Audit Committee, on behalf of the Board, undertakes an annual assessment
of the effectiveness of the management of the principal risks facing the Group and actions taken to mitigate them,
validating the key risks and approving any necessary actions arising from the risk assessments. This process takes into
account the key risks faced, and the risk management approach taken, by the Group.
Maintaining and enhancing the risk and internal control environment is fundamental to the Group’s governance
framework and the Board’s stewardship of the Company.
5. Governance and Stakeholder Engagement
A range of governance matters are discussed at Board meetings, including directors’ and officers’ insurance,
litigation, regulatory changes, review and approval of statutory reporting and shareholder documentation and
governance-related matters.
The Group Chief Financial Officer provides Directors with regular updates on stakeholder engagements, including
engagement with shareholders, governments, civil society and other relevant third-parties, and relevant regulatory
developments. Increasing the Directors’ understanding of stakeholder views and priorities, and the actions being taken
by the Group to address them, supports the Board’s decision-making.
Updates from the Group Chief Financial Officer provide the Board with feedback on investor views and expectations,
visibility of market conditions, share price performance, shareholder returns and the future outlook.
The Group Chief Executive and relevant Management Committee members provide the Board with Sustainability
updates twice a year, which include the progress being made by the Group in progressing sustainability priorities,
including achieving climate action objectives, particularly in relation to decarbonisation, as well as updates on
responsible consumption and social inclusion initiatives.
The Committee Chairs provide updates on the activities of the Committees at the Board meeting following each
Committee meeting.
193
Corporate Governance
Board Composition and Operational Management
The Board’s composition and the way it operates provide stability, allowing the Company to take a long-term view as it
seeks to grow its businesses and pursue investment opportunities.
The Chairman has been appointed in accordance with the provisions of the Bye-Laws of the Company, which provide that
the chairman of Jardine Matheson, or any Director nominated by him, shall be the Chairman of the Company.
The presence of Jardine Matheson representatives on the Board and its Committees of the Company provides an added
element of stability to the Company’s financial planning and supervision, enhancing its ability to raise finance and take a
long-term view of business development. It also strengthens the ability of management to work effectively together in
exploiting the full range of the Jardine Matheson group’s commercial and organisation strengths.
As at 10 March 2025, the Company comprises eight Directors, four of whom (50%) – Dave Cheesewright, Weiwei Chen,
Christian Nothhaft and Elaine Chang, are considered as independent, taking into account the relevant considerations
under the Code.
There were a number of Board changes during and subsequent to the year under review: Anthony Nightingale retired
from the Board on 31 January 2024. On 22 July 2024, Graham Baker joined the Board as Non-Executive Director and
Adam Keswick stepped down from the Board. The Company further appointed Tom van der Lee as the Group Chief
Financial Officer and Executive Director in place of Clem Constantine on 1 October 2024. On 17 February 2025, Elaine
Chang joined the Board as an INED and Ben Keswick stepped down from the Board. There are detailed plans in place to
ensure orderly succession for the Board.
The names of all the Directors and brief biographies appear on pages 85 and 86 of this Annual Report.
John Witt has held the role of Chairman since 22 July 2024. Scott Price has been Group Chief Executive since 1 August 2023.
The Board has considered that there is a clear division of responsibilities among the Chairman and the Group Chief
Executive to ensure an appropriate balance of power and authority is maintained at all times.
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DFI Retail Group Holdings Limited Annual Report 2024
Board Composition and Operational Management continued
Board composition as at 10 March 2025:
Directors’ Experience
Digital and Technology
Logistics/Trucking Freight/Courier Services
Food and Beverage
E-commerce Experience
Supply-Chain, Procurement and Customer-Relation Management
Corporate Governance, Risk Management and/or Sustainability
Financial Acumen
Strategy & Business Acumen
Executive Leadership
International Business
Retail Sector-Related Operational Knowledge/Experience
0 1 2 3 4 5 6 7 8
Tenure of Directors
7 1
0 1 2 3 4 5 6 7 8
5 years or below 6-10 years
Capacity of Directors
0 1 2 3 4 5
Non-Executive Director
Executive DirectorsIndependent Non-Executive Directors
Age of Directors
60-69
50-59
Below 50
4
3
Nationality of Directors
1 2 3 1 1
0 1 2 3 4 5 6 7 8
British Canadian American German Dutch
1
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Corporate Governance
Board Composition and Operational Management continued
The Board has considered the diversity of the Company’s Board and executive management in the context of the
requirements under the UK Listing Rules that UK listed companies should publish information on the gender and ethnic
representation of their Board and executive management. As at 31 December 2024, being the reference date for the purposes
of 22.2.30R(1)(a) of the UK Listing Rules which require the disclosure of certain diversity statistics, and as shown below:
• The Board met its target of having one Director from a minority ethnic background;
• The Company does not currently meet the target of the Board comprising at least 40% female directors, but will
continue to take DE&I considerations into account for future Board appointments; and
• The Board does not currently meet the target to have a female director occupying one of the senior Board positions
(Chairman, Group Chief Executive or Group Chief Financial Officer). The Directors who hold these roles were
appointed following formal, rigorous and transparent nomination procedures and are the most suitable and
experienced individuals for their roles and the Group’s needs. The Board will continue to take DE&I considerations
into account for future appointments for these roles.
The Company did not meet the targets under the UK Listing Rules of the Board comprising at least 40% female directors,
and having one of the senior Board positions occupied by a female director, due to the significant change to the composition
of the Board and executive management which would be required to meet these requirements. The Company has taken
substantive steps to increase the diversity of the Board. A second female INED was appointed in February 2025, bringing
the position of female directors on Board to 25%. The Company will continue to take DE&I considerations into account with
respect to future appointments of directors and executive management positions.
The table below, which follows the format and categories prescribed by the UK Listing Rules, illustrates the ethnic
background and gender diversity of the Board and executive management – which includes the Company Secretary – but
excludes administrative or support team members pursuant to 22.2.30R(2) of the UK Listing Rules, as at 31 December
2024, which is our chosen reference date in accordance with the UK Listing Rules
1
.
As at 31 December 2024
Number of
Board
members
2
Percentage
of the Board
2
Number of
senior
positions on
the Board
(Chairman,
Group Chief
Executive and
Group Chief
Financial
Officer)
Number in
executive
management
(Management
Committee
and Company
Secretary)
3
Percentage of
executive
management
(Management
Committee
and Company
Secretary)
3
Gender diversity
Men 7 87% 3 8 67%
Women 1 13% – 4 33%
Not specified/prefer not to say – – – – –
Ethnic diversity
White British or other White
(including minority-white groups) 7 87% 3 4 33%
Mixed/Multiple Ethnic Groups – – – 1 8%
Asian/Asian British 1 13% – 7 59%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/ prefer not to say – – – – –
1
Data relating to the gender and ethnic diversity of the Board and executive management was gathered by the Company Secretary via the collection of
each individual’s identification documents, which are held within the Company’s secure filing system.
2
Number of board members and board gender and ethnic diversity percentages have changed following the appointment of Elaine Chang and stepping
down of Ben Keswick on 17 February 2025.
3
Number of executive management and executive management’s gender and ethnic diversity percentages have changed following the stepping down of
Danni Peirce on 18 January 2025 and appointment of Yoep Man on 10 February 2025.
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DFI Retail Group Holdings Limited Annual Report 2024
Board Composition and Operational Management continued
The Company has a Board Diversity Policy that guides appointments to the Board and its Committees. There is no
separate Diversity Policy for the Committees. DE&I considerations are, and will be, taken into account for these
appointments where relevant.
Chairman
The Chairman’s role is to lead the Board, ensuring its effectiveness while taking account of the interests of the Company’s
various stakeholders, and promoting high standards of corporate governance.
The Chairman’s principal responsibilities are in the areas of strategy, external relationships, governance and people. The
Chairman leads the Board in overseeing the long-term strategic direction of the Group and approving its key business
priorities. His key responsibilities also include:
• Leading, with the Group Chief Executive, the development of the culture and values of the Group;
• Supporting the development and maintenance of relationships with existing and new key business partners,
governments and shareholders;
• Ensuring, together with the Group Chief Executive, an appropriate focus on attracting and retaining the right people
and carrying out succession planning for executive management positions;
• Creating a culture of openness and transparency at Board meetings;
• Building an effective Board supported by a strong governance framework;
• Leading the succession planning for the Group Chief Executive;
• Ensuring all Directors effectively contribute to discussions and feel comfortable in engaging in healthy debate and
constructive challenge;
• Ensuring all Directors receive accurate, timely and clear information; and
• Promoting effective communication between Executive Directors and Non-Executive Directors, including INEDs.
Group Chief Executive
The responsibility for running the Group’s business and all the executive matters affecting the Group rests with the Group
Chief Executive. The implementation of the Group’s strategy is delegated to the Company’s executive management, with
decision-making authority within designated financial parameters delegated to the Finance Committee. In addition, the
Group Chief Executive has day-to-day operational responsibility for:
• Effective management of the Company;
• Leading the development of the Company’s strategic direction and implementing the strategy approved by the
Board;
• Identifying and executing new business opportunities;
• Managing the Group’s risk profile and implementing and maintaining an effective framework of internal controls;
• Developing targets and goals for his executive team;
• Ensuring effective communication with shareholders and key stakeholders and regularly updating institutional
investors on the business strategy and performance;
• Providing regular updates to the Board on the Group’s performance;
• Overseeing the Group’s approach to capital allocation, business planning and performance;
• Ensuring, together with the Chairman, an appropriate focus on attracting and retaining the right people and
carrying out succession planning for executive management positions; and
• Fostering innovation and entrepreneurialism to support the growth of the Group’s businesses.
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Corporate Governance
Non-Executive Directors
The Non-Executive Directors bring insight and relevant experience to the Board. They have responsibility for constructively
challenging the strategies proposed by the Executive Directors scrutinising the performance of management in achieving
agreed goals and objectives. In addition, Non-Executive Directors work on individual initiatives as appropriate.
Board Meetings
The Board usually holds four scheduled meetings each year, and ad hoc meetings when appropriate to deal with urgent
matters that arise between scheduled meetings. Board meetings are usually held in different locations around the
Group’s markets.
The Board receives high-quality, up-to-date information in advance of each meeting, which is provided to Directors via a
secure online board information portal. The Company reviews the information provided to the Board regularly to ensure
that it remains relevant to the needs of the Board in carrying out its duties.
The Directors of the Company, who are based outside Asia, visit the region regularly to review and discuss the Group’s
business and inspect the Group’s assets and various banners. The knowledge these Directors have of the Group’s affairs,
as well as their experience of the wider Group, provides significant value to the ongoing review by the Company of the
Group’s performance and reinforces the Board oversight process.
Board Attendance
Directors are expected to attend all Board meetings. The table below shows the attendance at the scheduled 2024
Board meetings:
Meetings eligible
to attend % Attended
Current Directors
Executive Directors
John Witt 4/4 100%
Scott Price 4/4 100%
Tom van der Lee
1
1/1 100%
Non-Executive Directors
Dave Cheesewright 4/4 100%
Weiwei Chen 4/4 100%
Christian Nothhaft 4/4 100%
Graham Baker
2
2/2 100%
Elaine Chang
3
n/a n/a
Former Directors
Anthony Nightingale
4
–/– n/a
Adam Keswick
5
2/2 100%
Clem Constantine
6
3/3 100%
Ben Keswick
7
4/4 100%
1
Tom van der Lee joined the Board on 1 October 2024. In 2024, only one Board meeting was held on or after 1 October 2024.
2
Graham Baker joined the Board on 22 July 2024. In 2024, two Board meetings were held on or after 22 July 2024.
3
Elaine Chang joined the Board on 17 February 2025.
4
Anthony Nightingale stepped down from the Board on 31 January 2024.
5
Adam Keswick stepped down from the Board on 22 July 2024. In 2024, two Board meetings were held before 22 July 2024.
6
Clem Constantine stepped down from the Board on 1 October 2024. In 2024, three Board meetings were held before 1 October 2024.
7
Ben Keswick stepped down from the Board on 17 February 2025.
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DFI Retail Group Holdings Limited Annual Report 2024
Appointment and Retirement of Directors
There are detailed plans in place to ensure orderly succession for the Board. The Board is focused on development and
succession plans at both Board and executive level, to strengthen the management pipeline. The Chairman, in conjunction
with other Directors, reviews the size, composition, tenure and skills of the Board. The Chairman leads the process for new
appointments, monitors Board succession planning, and considers independence, diversity, inclusion and Group governance
matters, as well as relevant expertise and experience, when recommending appointments to the Board. Non-Executive
Directors are appointed on merit, against objective criteria, and are initially appointed for a three-year term.
Prior to appointment, the Chairman assesses the commitments of a proposed candidate, including other directorships,
to ensure they have sufficient time to devote to the role. The Chairman also regularly assesses the time commitments of
Directors, to ensure that they each continue to have sufficient time for their role. He also considers the potential additional
time required in the event of urgent corporate events. Any Director’s external appointments, which may affect existing
time commitments relevant to the Board, must be agreed with the Chairman in advance.
Upon appointment, all new Directors receive a comprehensive induction programme over several months. This is designed
to facilitate their understanding of the business and is tailored to their individual needs. The Group Chief Financial Officer
and the Company Secretary are responsible for providing a briefing covering the Company’s core purpose and values,
strategy, key areas of the business and corporate governance.
The Board appoints each new Director, and the Nominations Committee has been established to assist the Board in such
matters. In accordance with the Company’s Bye-Laws, each new Director is subject to retirement and re-election at the
first AGM after their appointment. Directors are then subject to retirement by rotation requirements under the Bye-Laws,
whereby one-third of the Directors retire at the AGM each year. These provisions apply to both Executive Directors and
Non-Executive Directors, but the requirement to retire by rotation does not extend to the Chairman of the Company.
The Company has determined that it is appropriate for the Chairman to be exempted from the retirement by rotation
requirements. This is because an important part of the Group’s strong governance is corporate stability, which is provided
by the stewardship over the long-term of the business by family, as well as related and like-minded shareholders, who
hold a significant proportion of the shares of the Company. The Group believes that its stakeholders gain significant value
from the long-standing governance approach the Group has taken.
In accordance with Bye-Law 85, Weiwei Chen will retire by rotation at the forthcoming AGM and, being eligible, offer
herself for re-election. In accordance with Bye-Law 92, Tom van der Lee, Graham Baker and Elaine Chang will also retire
and, being eligible, offer themselves for re-election. Tom van der Lee has a service contract with a subsidiary of the
Company with a notice period of six months. Weiwei Chen, Graham Baker and Elaine Chang do not have a service
contract with the Company or its subsidiaries.
Company Secretary
All Directors have access to advice and support from the Company Secretary, who is responsible for advising the Board on
all governance matters.
Insurance and Indemnification
The Company purchases insurance to cover its Directors against their costs in defending themselves in civil proceedings
taken against them in that capacity, as well as in respect of damages resulting from the unsuccessful defence of any
proceedings. To the extent permitted by applicable law, every Director shall be indemnified and secured harmless out of
the assets of the Company against all liability and loss suffered and expenses reasonably incurred. However, neither
insurance nor indemnity arrangements provide cover where the Director has acted fraudulently or dishonestly.
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Corporate Governance
Delegations of Authority
The Group has an organisational structure with defined lines of responsibility and appropriate delegations of authority
in place.
The Group’s 50% associate, Maxim’s Caterers Limited (MCL), has a separate board, audit committee, risk management
and internal audit structure. The Group is represented on the board of MCL, at which reviews of strategy, operations,
budgets and significant investments are undertaken. The MCL board has delegated to the MCL group’s audit and risk
management committees and its audit department responsible for reviewing major risk areas and the effectiveness of
the internal control procedures.
The Group’s delegation of authority framework establishes a clear pathway for decision-making. This ensures that
judgements are made at the correct business level by those team members most equipped to do so. Every decision made
aligns with the Group’s culture and values, taking into account the advantages, risks, financial consequences, and effects
on all stakeholders. The Board, supported by the Audit Committee, places significant emphasis on maintaining high
governance standards throughout the Group. This focus assists the Board in accomplishing its strategic goals and
fulfilling key performance objectives.
Directors’ Responsibilities in respect of the Financial Statements
Under the Bermuda Companies Act, the Directors are required to prepare financial statements for each financial year
and present them annually to the Company’s shareholders at the AGM. The financial statements are required to present
fairly, in accordance with International Financial Reporting Standards (IFRS), the financial position of the Group at the
end of the year, and the results of its operations and its cash flows for the year then ended. The Directors consider that
applicable accounting policies under IFRS, applied on a consistent basis and supported by prudent and reasonable
judgements and estimates, have been followed in preparing the financial statements. The financial statements have
been prepared on a going concern basis.
Substantial Shareholders
As a non-UK issuer, the Company is subject to the provisions of the DTRs, which require that a person must, in certain
circumstances, notify the Company of the percentage of voting rights attaching to the share capital of the Company
that person holds. The obligation to notify arises if that person acquires or disposes of shares in the Company and that
results in the percentage of voting rights which the person holds reaching, exceeding, or falling below, 5%, 10%, 15%,
20%, 25%, 30%, 50% and 75%.
The Company has been informed of the holding of voting rights of 5% or more attaching to the Company’s issued
ordinary share capital by Jardine Strategic Limited (Jardine Strategic), which is directly interested in 1,049,589,171
ordinary shares carrying 77.54% of the voting rights. By virtue of its interest in Jardine Strategic, Jardine Matheson is
also interested in the same ordinary shares. Apart from this shareholding, the Company is not aware of any holders
of voting rights of 5% or more attaching to the Company’s issued ordinary share capital as of 10 March 2025.
There were no contracts of significance with substantial corporate shareholders during the year under review.
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DFI Retail Group Holdings Limited Annual Report 2024
Related Party Transactions
Details of transactions with related parties entered into by the Company during the course of the year are included in
note 34 to the financial statements on page 149.
Engagement with Shareholders, Other Stakeholders and Team Members
We engage regularly with our stakeholders, including our team members, investors, creditors, partners and government
and this enables the Company to understand their perspectives and ensures we address their expectations and shape our
actions accordingly.
The Group regularly engages with its shareholders. For the full year 2024, two results briefings and 35 analyst and
institutional shareholder meetings have been held, to enable shareholders to ask questions of executive management,
discuss concerns and hear feedback on areas where improvements could be made.
The Group has also engaged with several Sustainability Non-Governmental Organisations and government agencies to
listen, learn and understand how we can improve. The engagements provide an opportunity for us to explore and discuss
key social, environmental and economic issues facing society and where our businesses operate. These engagements
occur across all stages of the project cycle, and provide an important touch point to sense-check the issues that matter
most to society and help us better understand evolving expectations. The meetings with shareholders and stakeholders
are attended by executive management, who are ultimately responsible.
Securities Purchase Arrangements
The Directors have the power, under the Bermuda Companies Act and the Company’s Memorandum of Association, to
approve the Company to purchase its own shares. Any shares so purchased are required to be treated as cancelled and,
therefore, reduce the Company’s issued share capital. The Board regularly considers the possibility of share repurchases.
When doing so, it considers the potential for enhancing earnings or asset values per share. When purchasing such shares,
the Company is subject to the provisions of MAR.
Workforce Engagement
The Group strives to support the growth of the next generation of leaders within our businesses, ensuring our leaders can
develop the necessary skills, capabilities and experiences they need to succeed.
We also aim to create a high performance culture among our team members and support this by linking our incentive
structures to focus on group, format and banner financial performance and value-creation for shareholders over a
longer-term horizon.
The Group also conducts an annual Your Voice Counts survey. In 2024, 91% of total number of team members took part
in the survey sharing feedback. Follow-up actions include listening sessions ensuring engagement strategies are focused
and effective.
Annual General Meeting
The Company’s 2025 AGM will be held on 2 May 2025. The full text of the resolutions and explanatory notes in respect of
the meeting are contained in the Notice of AGM that is published at the same time as this Annual Report and can be
found at www.DFIretailgroup.com/investors/financials.
Corporate Website
The Company's corporate website, which contains a wide range of additional information of interest to investors, can be
found at www.DFIretailgroup.com.
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Corporate Governance
Group Policies
Code of Conduct
The Group conducts business in a professional, ethical and even-handed manner. Its ethical standards are clearly set out
in its Code of Conduct, a set of guidelines to which every team member must adhere and which is reinforced and
monitored by regular training and compliance certification process. The Code of Conduct requires that all Group
companies and team members comply with all laws of general application, all rules and regulations that are industry-
specific and proper standards of business conduct. In addition, the Code of Conduct prohibits the giving or receiving of
illicit payments. It requires that all Directors and team members must be fully aware of their obligations under the Code
of Conduct and establish procedures to ensure compliance at all levels within their businesses.
Data Privacy
The Group is committed to being a responsible custodian of the data entrusted to it by customers, team members,
business partners and other stakeholders keeping the data secure and processing it in accordance with legal requirements
and stakeholder expectations as they continue to evolve. Appropriate protections are in place to prevent misuse and
unauthorised disclosure of personal data.
In addition, the Group’s Personal Data Protection Policy and Security Incident Response Plan underline the Group’s
commitment to being a responsible data custodian.
Speak-Up Policy
The Group has a Speak-Up policy covering how individuals can report matters of serious concern on a named or
anonymous basis. The Audit Committee is responsible for overseeing the effectiveness of the formal procedures to raise
such matters and is required to review any reports made under those procedures referred to by the internal audit
function. In addition, the Group has a speak-up service managed by an independent third-party service provider, which
supplement existing channels in the business units to assist in raising matters of concern and report cases of suspected
illegal or unethical behaviour. This service, which aims to help foster an inclusive, safe and respectful workplace, is
available 24 hours a day in multiple local languages and is accessible through several channels. Reports may be lodged
by one of three channels: email, website or telephone hotline. Each report is allocated a unique case number which
enables follow-up with the reporter, if appropriate. Once a report is lodged, it is sent to certain authorised persons at
the relevant business units. These include senior representatives from legal, compliance and human resource teams who
have experience in dealing with such matters. The authorised persons will follow up on the report and investigate where
necessary. The reporter, if they choose to, will be notified of the outcome.
All reports are treated confidentially, and no retaliation against a person reporting a matter of concern in good faith will
be tolerated.
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DFI Retail Group Holdings Limited Annual Report 2024
Diversity, Equity and Inclusion
We understand that our greatest asset is our people. The Group strives to create an inclusive work environment where
every individual has an equal opportunity to grow and thrive. We recognise the value of diverse perspectives and
experiences in driving innovation and fostering a positive workplace culture.
The Group applies the principle that team members should always treat others in a way they would expect others to
treat them. Bullying, intimidation, discrimination, and harassment of others have no place in the Group and will not
be tolerated.
As a multinational Group with a broad range of businesses operating across Asia, the Group believes in promoting equal
opportunities in recruiting, developing and all team members, regardless of ethnicity, gender, age, sexual orientation,
disability, background or religion, who should be treated fairly and with dignity, and be valued for the contributions they
make in their role. The scale and breadth of the Group’s businesses necessitate that they hire the best people from the
communities in which they operate most suited to their needs.
All team members are encouraged and supported to develop their full potential and contribute to the sustainable growth
of the Group. Team members’ views and ideas are essential, and they are encouraged to express them respectfully with
team members at all levels within the organisation.
To build an inclusive workplace which helps progress our ambitions across the Group, we incorporate DE&I principles:
• Ongoing collaboration to ensure a set of inclusive working arrangements and policies to support DE&I;
• Keeping our recruitment, promotion, and retention systems fair and based on aptitude, merit, and ability, including
ongoing reviews of remuneration to ensure appropriateness of pay levels;
• Active talent management and career support for our talent pools to provide equitable opportunities that will
enable a diverse future pipeline of leaders; and
• Cultivating the right set of leadership behaviours through learning campaigns to ensure our people behave in a way
consistent with the principles we have put in place.
The Company keeps the composition of its Board and executive management under ongoing review to ensure that
it adapts to the changing business landscape. The Company is actively focused on increasing gender diversity in
leaderships in the organisation.
Committees
The Board is supported by the activities of its Committees (Nominations, Remuneration, Audit and Finance Committees),
which ensure the right level of attention and consideration are given to specific matters. Matters considered by each of
the Committees are set out in their respective terms of reference. Copies of these documents can be obtained from the
Company’s website at www.DFIretailgroup.com.
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Corporate Governance
Nominations Committee
The Board has established a Nominations Committee in March 2021. The role of the Nominations Committee is governed
by its terms of reference. The key responsibilities of the Nominations Committee are to:
• Review the composition, structure and size of the Board and its committees and make recommendations to the
Board on any changes to enhance Board effectiveness;
• Support the Chairman to lead the process for appointments of Non-Executive Directors and nominate suitable
candidates to the Board;
• Assess suitable candidates based on their knowledge, experience, diversity, skills, merit and other relevant objective
criteria, taking into account their ability to meet the required time commitments;
• Oversee the development of succession pipelines for members of the executive management to ensure talent is
identified and nurtured to meet the challenges and opportunities facing the Group;
• Review the overall talent metrics for the Company, including for example diversity and retention metrics; and
• Oversee an annual evaluation of the effectiveness of the Board and Committees, if and to the extent appropriate,
and the implementation of measures identified by previous Board effectiveness evaluations.
The Nominations Committee consists of a minimum of three members, selected by the Chairman of the Board. The
Chairman of the Board is the chairman of the Nominations Committee. The current members of the Nominations
Committee are John Witt, Christian Nothhaft and Raymond Co (Jardine Matheson’s Group Head of People & Culture).
The Nominations Committee meets at least annually, or by the circulation of Committee circulars and recommendations
to the Board for approval as it deems appropriate. It plays a key role in the process of recruiting Board and executive
management. Candidates for appointment as Executive Directors of the Company or other executive management
positions may be sourced internally or externally, including by using the services of specialist executive search or recruitment
firms. The aim is to appoint individuals who combine international business knowledge and experience, industry knowledge
and experience, if possible, and familiarity with, or adaptability to, Asian markets. When appointing Non-Executive Directors,
the Nominations Committee pays particular attention to the Asian business experience and relationships that they can bring.
The Group Chief Executive and the Group Chief People & Culture Officer will generally attend meetings of the Nominations
Committee pertaining to the Group’s talent strategy, metrics, skill & experience assessment and succession planning of the
executive management.
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DFI Retail Group Holdings Limited Annual Report 2024
Remuneration Committee Report
Chair’s Introduction
On behalf of the Remuneration Committee, I am pleased to present shareholders with the Remuneration Committee
Report for the year ended 31 December 2024. This report sets out the Group’s approach to remuneration for our team
members and, in particular, the link between the Group’s strategy and its remuneration framework, the link between
performance and reward, and the Directors’ fees paid in 2024.
The Group’s remuneration policy aims to align remuneration with performance and foster a high-performance culture.
During the year, we undertook a comprehensive review of the remuneration outcomes for 2024. We revamped the
Short-term Incentive Plan (STIP) to emphasis a balanced 50/50 performance measurement of both business performance
and individual performance, consistent for all STIP eligible team members. In 2024, we also redesigned the Long-term
Incentive Plan (LTIP) by adopting a dual-metric approach in measuring performance share units through return on
capital employed and relative total shareholder return ranking against relevant retail peers. The redesign ensures that
both short-term and long-term incentives and awards align with long-term company performance and shareholder
interests. Executive compensation is benchmarked against market standards to retain top talent. The implementation
of these changes underscores the Group’s commitment to rewarding performance, and maintaining competitive
remuneration, ultimately contributing to a high-performance culture.
We recognise the importance of aligning performance with remuneration outcomes in creating long-term value for the
Group and delivering total shareholder return. This report demonstrates our commitment to ensuring that the
remuneration philosophy and framework support the Group’s strategy, promote sustainable success, and align executives’
interests with those of our shareholders.
Details of the Remuneration Committee’s key responsibilities and the Group’s remuneration policy are set out in below
sections. The full terms of reference are available on the Company’s website at www.DFIretailgroup.com.
John Witt
Chair of the Remuneration Committee
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Corporate Governance
The Group’s Remuneration Philosophy and Framework for Rewarding Senior Leaders
At the heart of the Group’s remuneration framework is our commitment to delivering competitive remuneration for
strong performance. This framework serves to attract, motivate, and retain team members at all levels, while aligning the
interests of senior leaders and shareholders.
Our rewards programmes are designed to support our overall business strategy and objectives, promoting a fair and
well-governed long-term approach to compensation. We ensure that our pay practices are aligned with our purpose and
values, closely tying pay to performance at the group, business, and individual levels. This balance encompasses both
short-term and multi-year performance, rewarding behaviours that maintain strong governance and sustained value
for the Group.
The Group’s approach ensures fair compensation, free from considerations of gender, race, ethnicity, age, disability, and
other non-performance-related factors. It also considers risks, control, conduct, and sustainability development goals in
setting performance targets, ensuring that both ‘what’ is achieved and ‘how’ the results are achieved are considered.
The pay mix and structure of remuneration vary from senior leaders to more junior team members and are reviewed
annually against market benchmarks. However, the link between remuneration and strategic goals is consistent across
all levels of the organisation. The nature of goals used for remuneration varies depending on the team member’s level,
but the Company ensures that goals are specific, relevant, measurable, and time bound.
Accordingly, at senior leaders levels, a greater portion of remuneration is considered as variable pay that is ‘at risk’,
depending on performance levels against goals and long-term shareholder return performance. At more junior levels,
a greater portion of remuneration is directed toward fixed pay. The Group strives to provide an appropriate amount of
remuneration ‘at risk’ for senior leaders to achieve both short- and long-term goals.
Directors’ Remuneration
Shareholders decide in general meetings the Directors’ fees which are payable to all Directors other than the Group Chief
Executive and the Group Chief Financial Officer, as provided for by the Company’s Bye-Laws.
The remuneration of the Company’s Non-Executive Directors is not linked to performance. This is consistent with
Non-Executive Directors being responsible for objective and independent oversight of the Group. The total amount
provided to all Directors (exclusive of salaried Executive Directors of the Company who are not entitled to such fees)
must not exceed the sum agreed by shareholders at a general meeting. The maximum aggregate remuneration of
US$1.0 million per annum was approved by shareholders at the 2022 AGM, and this total sum will be kept under review
over time. Executive Directors are paid a basic fixed salary as well as discretionary annual incentive bonuses and receive
certain team member benefits from the Group. Non-Executive Directors do not receive bonuses or any other incentive
payments or retirement benefits.
The level of fees paid to the Company’s Non-Executive Directors is kept under regular review. Fees are benchmarked
against a peer group of similar companies and a report is reviewed by the Board every two years.
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DFI Retail Group Holdings Limited Annual Report 2024
Directors’ Remuneration continued
The Non-Executive Directors are reimbursed for expenses properly incurred in performing their duties as a Director of the
Company. The schedule of fees paid to Directors in respect of the financial year 2024 is set out in the table below. Fees
are annual fees, unless otherwise stated:
US$ (per annum)
Chairman fee: 110,000
Base Director fee: 100,000
Audit Committee fee (Chair): 45,000
Audit Committee fee (Member): 35,000
Remuneration Committee fee (Chair): 25,000
Remuneration Committee fee (Member): 20,000
Nominations Committee fee (Chair and Member): 15,000
Directors
Director Fee
US$
Audit
Committee
Fee
US$
Remuneration
Committee
Fee
US$
Nominations
Committee
Fee
US$
Total Fees
US$
Current Directors
1 John Witt
(Chairman)
1
110,000 – 11,134 15,000 136,134*
2 Scott Price – – – – –
3 Tom van der Lee
2
– – – – –
4 Dave Cheesewright 100,000 35,000 – – 135,000
5 Weiwei Chen
3
100,000 44,180 – – 144,180
6 Christian Nothhaft
4
100,000 – 8,907 6,680 115,587
7 Graham Baker
5
44,536 35,000 – – 79,536*
8 Elaine Chang
6
– – – – –
Former Directors
9 Anthony Nightingale
3
8,197 3,689 – – 11,886
10 Adam Keswick
7
55,464 – – 8,320 63,784
11 Clem Constantine
2
– – – – –
12 Ben Keswick
1
105,546 – – 8,320 113,866*
TOTAL 623,743 117,869 20,041 38,320 799,973
* Fees surrendered to Jardine Matheson.
1
John Witt appointed as Chairman, and the Chair of the Remuneration and Nominations Committees on 22 July 2024, succeeding Ben Keswick who
stepped down from the Board on 17 February 2025.
2
Tom van der Lee was appointed as the Group Chief Financial Officer and Executive Director in place of Clem Constantine on 1 October 2024.
3
Weiwei Chen was appointed as the Chair of the Audit Committee on 31 January 2024, succeeding Anthony Nightingale who stepped down from the
Board.
4
Christian Nothhaft was appointed as a member of the Remuneration and Nominations Committees on 22 July 2024.
5
Graham Baker joined the Board as a Non-Executive Director and resigned as a member of the Remuneration Committee on 22 July 2024.
6
Elaine Chang joined the Board as an INED on 17 February 2025 and she did not receive any Director’s fees in 2024.
7
Adam Keswick stepped down from the Board and resigned as a member of the Nominations Committee on 22 July 2024.
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Corporate Governance
Remuneration Committee
The Board has overall responsibility for setting remuneration across the Group, ensuring it is appropriate and supports the
Group’s strategy, creating value for stakeholders. The Remuneration Committee has been established to assist the Board
in these remuneration matters.
The Board has established a Remuneration Committee in November 2021. The role of the Remuneration Committee is
governed by its terms of reference. The key responsibilities of the Remuneration Committee are to:
• Oversee the formulation of a Group-wide reward strategy and ensure the business implements the reward strategy
in alignment with its industry-specific needs;
• Review and approve the Company’s overall rewards strategy and remuneration framework;
• Review the terms of and design of performance-related incentives (both short- and long-term), including the review
and approval of any changes to plan design, targets and metrics;
• Review and approve the overall compensation costs, including salary and bonus budgets, of the business; and
• Remain abreast of trends and developments in executive compensation and corporate governance related to the
Group’s industry and countries of operation.
The Remuneration Committee consists of a minimum of three members, selected by the Chairman of the Board. The
Chairman of the Board is the chairman of the Remuneration Committee. The current members of the Remuneration
Committee are John Witt, Christian Nothhaft and Raymond Co (Jardine Matheson’s Group Head of People & Culture).
The Group Chief Executive and the Group Chief People & Culture Officer will generally attend meetings of the
Remuneration Committee. The Remuneration Committee shall meet at least twice a year and as required, or by
circulation of Committee circulars which make recommendations to the Board for approval as it deems appropriate.
How Remuneration Framework is linked to the business strategy
The Group’s remuneration strategy is designed to support and reinforce its business and sustainability strategies, both
short- and long-term. Incentive compensation is evaluated based on the business performance of the Group, business
unit, and individual contributions in executing to the Group’s strategic framework of ‘Customer First, People Led,
Shareholder Driven’. The incentive plan for senior leaders is structured to align with shareholder interests, based on total
shareholder return and key business performance targets.
Remuneration Outcomes in 2024
For the year ended 31 December 2024, the Directors received from the Group US$8.9 million
(2023: US$19.3 million)
in
Directors’ fees and team member benefits, being:
2024 2023
US$m US$m
Directors’ fees 0.8 0.9
Short-term team member benefits including salary, bonuses, accommodation
and deemed benefits in kind 6.5 17.3
Post-employment benefits 0.1 0.1
Share-based payments 1.5 1.0
The information set out in the section above headed ‘Remuneration Outcomes in 2024’ forms part of the audited
financial statements.
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DFI Retail Group Holdings Limited Annual Report 2024
Share Schemes
Share-based long-term incentive plans have also been established to provide incentives for eligible team members
(including Executive Directors and executive management). The scheme trustee grants share options after consultation
between the Chairman and the Group Chief Executive and other Directors as they consider appropriate. Share options are
not granted to Non-Executive Directors.
Directors’ Share Interests
The Directors of the Company in office on 10 March 2025 had interests* as set out below in the ordinary share capital of
the Company. These interests include those notified to the Company regarding the Directors’ closely associated persons*.
Scott Price 175,531
Tom van der Lee 98,404
* Within the meaning of MAR
In addition, Scott Price and Tom van der Lee held deferred share awards regarding 1,145,858 and 247,378 ordinary
shares, respectively, issued pursuant to the Company’s share-based long-term incentive plans.
Audit Committee Report
Chair’s Introduction
I am delighted to present the Audit Committee’s report for the year ended 31 December 2024. In alignment with the
Group’s commitment to robust governance, the Audit Committee convened three times during the year, including an
additional meeting in December. This extra session was dedicated to identifying potential challenges that could affect
the year-end results, providing the Group with proactive insights.
Throughout 2024, the Audit Committee has concentrated on navigating a complex macroeconomic landscape, focusing
particularly on enhancing controls to counter payment fraud and cash theft, goodwill impairments for San Miu in Macau,
Lucky in Cambodia, Robinsons Retail Holdings Inc in the Philippines, and the Yonghui divestment and resolving key issues
with the Group’s IT and Cybersecurity as part of ensuring the Group’s financial integrity.
We have diligently reviewed significant accounting judgements and estimates made by management, ensuring the
transparency and accuracy of the Company’s financial reports. More details on these assessments can be found on
pages 172 to 174.
In addition, the Audit Committee has overseen the development of the Group’s non-financial reporting framework, taking
into account the latest trends in environmental, social, and governance (ESG) reporting. We have received consistent
updates on the overarching control environment, particularly the mechanisms supporting financial reporting. Any
identified deficiencies have been addressed with input from DFI Internal Audit, and our external auditor, PwC.
The Committee has also engaged in a thorough review of the Company’s principal risks, utilising business reviews, focused
engagements, and continual feedback from management, DFI Internal Audit, and PwC. With the Group unveiling a new
business strategy in May 2024, centred on expanding digital retail capabilities, we have revisited the risk register bi-annually
to align with these strategic objectives and current market dynamics. The updated risk register reflects these
adjustments. Further information is set out in the principal risks and uncertainties on pages 214 to 222.
Our role extends to evaluating the effectiveness of the Group’s financial reporting processes, including ESG and
climate-related disclosures, along with the systems of internal control and risk management. We also oversee the
integrity of both external and internal audit processes.
Details of the Audit Committee’s key responsibilities are set out in below sections. The full terms of reference are available
on the Company’s website at www.DFIretailgroup.com.
Weiwei Chen
Chair of the Audit Committee
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Corporate Governance
Audit Committee
The Board has established an Audit Committee in November 2021. The Audit Committee consists of a minimum of three
members, the current members of which are Weiwei Chen (Chair of the Audit Committee and INED), Graham Baker
(Financial Expert) and Dave Cheesewright (INED). None of them is directly involved in operational management.
The Company considers that the Audit Committee has a majority of independent members. Weiwei Chen and Graham
Baker are members of the Audit Committee with recent financial experience and expertise. Graham Baker and Dave
Cheesewright also have a deep understanding of risk management.
The Group Chief Executive and Group Chief Financial Officer, together with representatives of the internal and external
auditors, also attend the Audit Committee meetings by invitation. Other individuals may attend part of a meeting for
specific agenda items as appropriate. The Committee meets on a scheduled basis three times a year (the number of
annual meetings was increased from two to three in 2024 as part of the Group’s focus on improving its governance
approach further and strengthening the oversight of the Committee).
The role of the Audit Committee is governed by its terms of reference. The Audit Committee’s remit includes:
• Independent oversight and assessment of financial reporting processes including related internal controls;
• Independent oversight of risk management and compliance;
• Independent oversight for cybersecurity;
• Monitoring and reviewing the effectiveness of the internal audit function and the Group’s external auditor;
• Considering the independence and objectivity of the external auditor; and
• Reviewing and approving the level and nature of non-audit work performed by the external auditor.
Before completion and announcement of the Company’s half-year and full-year results, a review is undertaken by the
Audit Committee, with the executive management, of the Company’s financial information and any issues raised in
connection with the preparation of the results, including the adoption of new accounting policies. A report is also received
by the Committee from the external auditor. The external auditor also have access to the entire Board when necessary, in
addition to the Group Chief Executive, Group Chief Financial Officer and other executive management. The Audit
Committee confirms, to the best of its knowledge, the consolidated financial statements prepared in accordance with
IFRS, 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.
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DFI Retail Group Holdings Limited Annual Report 2024
The matters considered by the Audit Committee during 2024 included:
• Reviewing the 2023 annual financial statements, 2024 half-year financial statements, interim management
statement, financial statements as at 31 October 2024 and full year forecast;
• Reviewing significant actions and judgements of management in relation to changes in accounting policies and
practices to ensure clarity and accuracy of disclosures and compliance with new accounting standards;
• Receiving reports from internal audit on the status of the control and compliance environment of the Group, with
particular focus on the mechanisms supporting financial reporting, and its business divisions, and progress made in
resolving matters identified in the reports;
• Reviewing the principal risks, evolving trends and emerging risks that affect the Group, and monitoring changes to
the risk profile, as well as the effectiveness of risk management measures and crisis management arrangements;
• Receiving updates on the cybersecurity threat landscape and the Group’s cybersecurity environment, risk
management approach, training, priorities and control effectiveness;
• Receiving reports from risk management and legal functions on key legal matters and compliance and code of
conduct issues, and the actions taken in addressing those issues and strengthening controls;
• Reviewing the annual internal audit plan and status updates;
• Reviewing the Group’s governance approach to cybersecurity management, data security and privacy management
across its businesses;
• Reviewing the independence, audit scope and fees of PwC, and recommending their re-appointment as the external
auditor at general meeting;
• Conducting a review of the terms of reference of the Audit Committee; and
• Reviewing the ESG Assurance Plan submitted by PwC and the full-year projections on ESG performance.
Audit Committee Attendance
The table below shows the attendance at the scheduled 2024 Audit Committee meetings:
Members of the Audit Committee
Meetings eligible
to attend % Attended
Current Members
Weiwei Chen (Chair)*
3/3
100%
Dave Cheesewright 3/3 100%
Graham Baker 3/3 100%
Former Member
Anthony Nightingale (Former Chair)
†
–/– n/a
* Weiwei Chen was appointed as the Chair of Audit Committee on 31 January 2024.
†
Anthony Nightingale resigned from the Audit Committee on 31 January 2024.
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Corporate Governance
Auditor Independence and effectiveness
The independence and objectivity of the Group’s external auditor are safeguarded by control measures including:
• Reviewing the nature of non-audit services (including the amending of the non-audit services policy);
• The external auditor’s own internal processes to approve requests for non-audit work to the external audit work;
• Monitoring changes in legislation related to auditor independence and objectivity;
• The rotation of the lead audit partner after seven years;
• Independent reporting lines from the external auditor to the Audit Committee and providing an opportunity for
the external auditor to discuss with the Audit Committee;
• Restrictions on the employment by the Group of certain team members of the external auditor; and
• An annual review by the Audit Committee of the policy to ensure the objectivity and independence of the
external auditor.
The Board’s annual review in 2024 of the external auditor’s independence and effectiveness found that they performed
their duties effectively. The Board found the level of professional scepticism, the number and regularity of meetings with
the Audit Committee, feedback from Audit Committee members and internal stakeholders and the levels of technical
skills and experience to be effective.
At each AGM of the Company, the Company is required to appoint an external auditor to hold office until the conclusion
of the next AGM. The Company’s shareholders approved the appointment of PwC HK as the Company’s external auditor
at the AGM on 8 May 2024.
Risk Management and Internal Control
The Board has overall responsibility for the Group’s risk management systems and internal control. The Board has
delegated to the Audit Committee responsibility for providing oversight in respect of risk management activities.
The Audit Committee considers the Group’s principal risks and uncertainties and potential changes to the risk profile.
It reviews the operation and effectiveness of the Group’s internal control systems (financial, operational and compliance)
and the procedures by which these risks are monitored and mitigated. The Audit Committee considers the systems and
procedures regularly and reports to the Board semi-annually.
DFI internal audit function (DFI Internal Audit) is appointed to assist the Audit Committee in fulfilling its assurance
and reporting roles. DFI Internal Audit adheres to international standards for the professional practice of internal audit.
To safeguard its independence and objectivity, DFI Internal Audit reports functionally to the Audit Committee of the
Company and has full and unrestricted access to all business functions, records, properties and personnel.
The internal control systems are designed to manage, rather than eliminate, business risk; to help safeguard the Group’s
assets against fraud and other irregularities; and give reasonable, but not absolute, assurance against material financial
misstatement or loss.
Management Committee is responsible for the implementation of the systems of internal control throughout the Group,
and a series of audit committees at an operational level and the internal audit function monitors the effectiveness of
the systems.
The Group has an established risk management process reviewed regularly and covers all business units within the Group.
This includes the maintenance of risk registers that detail the emerging and existing risks to the future success of the
business and the relevant key controls and mitigating factors that address those risks. The Group’s risk management
process and risk registers are reviewed regularly.
The Company’s principal risks and uncertainties are set out on pages 214 to 222.
212
DFI Retail Group Holdings Limited Annual Report 2024
Risk Governance Structure
DFI Board of Directors DFI Audit Committee
DFI Management
Delegate/
Oversee
DFI Internal Audit
Monitor/
Review
Report
External Audit (PwC)
The Group’s Management is responsible for:
• Identifying and assessing principal risks and uncertainties to which it is exposed;
• Implementing the most appropriate actions to mitigate and control those risks to an acceptable level;
• Providing adequate resources to minimise, offset or transfer the effects of any loss that may occur while managing
acceptable risk/benefit relationships;
• Monitoring the effectiveness of the systems of risk management and internal control;
• Reporting periodically to DFI Board of Directors via Audit Committee on identifying principal risks and uncertainties
and measures taken to, mitigate such risks; and
• Working with external and internal auditors to monitor and improve its control environment.
213
Corporate Governance
Risk Management Framework
Risk management is integrated into each business unit’s strategic planning, budgeting, decision-making and operations.
Central to this is the continuous and systematic application of:
Risk
Identification
Risk
Treatment
Risk Reporting
& Monitoring
Risk
Assessment
A Risk Management Framework based on ISO 31000 and COSO principles is embedded in the Group to identify, assess
and define the strategies to monitor risks. The risk registers prepared by each business unit provide the basis for the
aggregation process, which summarises the principal risks and uncertainties facing the Group as a whole.
Risk Identification • Identify and document the Group’s exposure to uncertainty with existing
strategic objectives.
• Adopt structured and methodical techniques to identify critical risks.
Risk Assessment • Evaluate risks by estimating likelihood, financial and reputational damage,
and the speed at which the risk materialises, based on its inherent and
residual level.
• Determine risk rating using the risk heatmap, with four levels of residual
risk status.
Risk Treatment • Tolerate – accept if within the Group’s risk appetite.
• Terminate – dispose or avoid risks were no appetite.
• Risks may be accepted if mitigated to an appropriate level via:
• Transfer – take out insurance or share risk through contractual
arrangements with business partners; and
• Treat – redesign or monitor existing controls or introduce new controls.
Risk Reporting & Monitoring • Periodic review of principal risks and uncertainties.
• Setting key risk indicators to enhance monitoring and mitigation of risks.
• Regular reporting of principal risks and uncertainties from business units to
the Company’s Board of Directors via Audit Committee.
214
DFI Retail Group Holdings Limited Annual Report 2024
Principal Risks and Uncertainties
The following are the principal risks and uncertainties facing the Company as required to be disclosed pursuant to
the DTRs issued by the FCA and are in addition to the matters referred to in the Chairman’s Statement, Group Chief
Executive’s Review and other parts of this Annual Report.
Economic Risk Description
Most of the Group’s businesses are exposed to the risk of negative developments in
global and regional economies and financial markets, either directly or through the
impact such developments might have on the Group’s joint venture partners,
associates, franchisors, bankers, suppliers or customers. These developments could
include recession, inflation, currency fluctuations, restrictions in the availability of
credit, business failures, or increases in financing costs, oil prices, the cost of raw
materials or finished products and unemployment rate. Such developments might
increase operating costs, reduce consumers’ purchasing power and revenues, lower
asset values or result in some or all of the Group’s businesses being unable to meet
their strategic objectives.
Mitigation Measures
• Monitor the volatile macroeconomic environment and consider economic factors
in strategic and financial planning processes.
• Make agile adjustments to existing business plans and explore new business
streams and new markets.
• Review pricing strategies and keep conservative assumptions.
• Insurance programme covering property damage and business interruption.
215
Corporate Governance
Principal Risks and Uncertainties continued
Competitive Market
Environment, Consumer
Behaviour Change and
Digital Transformation Risk
Description
Market risk refers to the potential for a company’s financial performance to be
adversely affected by changes in market conditions. The Group’s businesses operate
in areas that are highly competitive and failure to compete effectively, whether in
terms of price, technology, property site or levels of service, or failure to manage
change in a timely manner or to adapt to changing consumer behaviours, including
new shopping channels and formats, can have an adverse effect on the Group’s
earnings. Significant competitive pressure may also lead to reduced margins.
While the Group’s regional diversification does help to mitigate some risks, a significant
portion of the Group’s revenues and profits continues to be derived from our operations
in Hong Kong. Although Hong Kong has seen a return of tourists, this is still below
pre-pandemic levels. With the increasing integration with the Greater Bay Area, more
citizens opt to shop across the border due to price differences and wider range of
product choices. Recent increased emigration and a decline in net population also
impact the Group, leading to local customer base and spending power reduction.
With technology advancements, consumers now have heightened expectations for
their online shopping experiences. Our digital strategy will continue to evolve to meet
these expectations. While social media presents significant opportunities for the
Group’s businesses to connect with customers and the public, it also creates potential
risks for companies to monitor, including potential damage to brand equity or
reputation from negative publicity on these media, which may in turn adversely affect
the Group’s profitability.
Mitigation Measures
• Utilise market intelligence and deploy digital strategies for business-to-consumer
businesses.
• Establish customer relationship management programme and digital commerce
capabilities.
• Engage in longer-term contracts and proactively approach suppliers for contract
renewals.
• Re-engineer existing business processes.
• Continue accelerating the Group’s Own Brand strategy.
• Closely monitoring price index against competitor and market and rationalising
promotion to reduce unnecessary price investment in price inelastic products.
216
DFI Retail Group Holdings Limited Annual Report 2024
Principal Risks and Uncertainties continued
Financial and
Treasury Risk
Description
The Group prepares financial statements in accordance with International Financial
Reporting Standards, including International Accounting Standards and Interpretations
as issued by the International Accounting Standards Board. These standards may be
subject to revisions and/or supplements from time to time, which could in turn have
significant impact on the Group’s financial statement presentation, financial position,
or results of operations.
The Group’s activities expose it to a variety of financial risks, including market risk,
credit risk and liquidity risk.
The financial and treasury risk the Group faces includes i) foreign exchange-related risk:
this refers to risks arising from daily operations and other commercial transactions,
net investments in foreign operations and net monetary assets and liabilities that are
denominated in a currency that is not the entity’s functional currency; ii) interest rate
risk: potential adverse interest rate fluctuations through the impact of rate changes on
interest-bearing liabilities and assets; and iii) securities price risk: the Group’s financial
performance may be negatively impacted as a result of its equity investments and limited
partnership investment funds which are measured at fair value through profit and loss, and
debt investments which are measured at fair value through other comprehensive income.
The Group’s credit risk is primarily attributable to deposits with banks, contractual cash
flows of debt investments carried at amortised cost and those measured at fair value
through other comprehensive income, credit exposures to customers and derivative
financial instruments with a positive fair value.
The Group may face liquidity risk if its credit rating deteriorates or if it is unable to meet
its financing commitments.
Mitigation Measures
• Limiting foreign exchange and interest rate risks to provide a degree of certainty
about costs.
• Management of the investment of the Group’s cash resources so as to minimise
risk, while seeking to enhance yield.
• Adopting appropriate credit guidelines to manage counterparty risk.
• When economically sensible to do so, taking borrowings in local currency to hedge
foreign exchange exposures on investments.
• A portion of borrowings is denominated in fixed rates. Adequate headroom in
committed facilities is maintained to facilitate the Group’s capacity to pursue
new investment opportunities and to provide some protection against market
uncertainties.
• The Group’s funding arrangements are designed to keep an appropriate balance
between equity and debt from banks and capital markets, both short- and
long-term in tenor, to give flexibility to develop the business.
• The Company also maintains sufficient cash and marketable securities, and
ensures the availability of funding from an adequate amount of committed credit
facilities and the ability to close out market positions.
• The Group’s treasury operations are managed as cost centres and are not permitted
to undertake speculative transactions unrelated to underlying financial exposures.
• Continuous monitoring on accounting standards and reporting requirements updates.
The detailed steps taken by the Group to manage its exposure to financial risk are set
out in the Financial Review on page 37 and note 40 to the financial statements on
pages 162 to 171.
217
Corporate Governance
Principal Risks and Uncertainties continued
Leasing, Franchises,
Concessions and
Key Contracts Risk
Description
A number of the Group’s businesses and projects rely on concessions, franchises,
management, leasing of stores or other key contracts. Accordingly, cancellation, expiry
or termination, or the renegotiation of any such contracts could adversely affect the
financial conditions and results of operations of certain subsidiaries, associates, and
joint ventures of the Group.
Other factors relating to lease arrangements of stores such as competition with
other potential tenants or rental increase could adversely impact store profitability,
and the Group’s offline expansion strategy.
Our convenience business mainly operates on a sub-franchise model and offers the
Group with expansion opportunities. However, the risk that we may be unable to recruit
suitable franchisees and potential inconsistency in sub-franchisee’s operations could
adversely affect our earnings and reputation.
Mitigation Measures
• Sustaining and strengthening relationships with franchisors.
• Monitor sales performance and compliance with franchise terms.
• Regular communication with franchisees and concessionaires, including
performance management.
• Negotiate to commit to a longer lease term for low-rent-stores with renewal
options.
• Seek space expansion of existing stores with high sales potential, or downsize
stores with low sales intensity.
• Leverage the Group’s resources by pooling stores of different formats and banner
to create high stakes and enhance bargaining power.
Regulatory and Political Risk Description
The Group’s businesses are subject to several regulatory regimes in the territories
they operate. Changes in such regimes, in relation to matters such as foreign
ownership of assets and businesses, exchange controls, licensing, imports, planning
controls, environmental protection, tax rules and employment legislation, could have
the potential to impact the operations and profitability of the Group’s businesses.
Changes in the political environment, including political or social unrest, in the
territories where the Group operates, could adversely affect the Group’s businesses.
The Group’s businesses could also be impacted by worldwide or geographical political
tensions. These include US-China trade war, the Ukraine War and Middle East
Conflicts, which indirectly impact our businesses from different aspects e.g. product
supply, customer preference and insurance coverage.
Mitigation Measures
• Stay connected and informed of relevant new and draft regulations.
• Engage external consultants and legal experts where necessary.
• Assessing impact on the business and taking appropriate measures.
• Raise awareness with regular updates on new regulations that may have been
implemented in other markets and arrange intensive training for key personnel
to understand and work towards full compliance.
• Updated/Fit-for-purpose crisis management plans in place.
218
DFI Retail Group Holdings Limited Annual Report 2024
Principal Risks and Uncertainties continued
Cybersecurity and
Technology Risk
Description
The Group faces an increasing number of cyber threat. With the increase volume of
customer data collected via loyalty programs and alongside our ecommerce expansion
strategy, the privacy and security of customer and corporate information are at risk
of being compromised through a breach of our or our suppliers’ IT systems or the
unauthorised or inadvertent release of information, resulting in brand damage,
impaired competitiveness or regulatory action. Cyberattacks may also adversely affect
our ability to manage our business operations or operate information technology and
business systems, resulting in business interruption, lost revenues, repair or other costs.
There are also increasing cyber fraud activities such as phishing email or SMS with fake
websites, where team members and customers are deceived to provide confidential
information or make payment to fraudsters. These could also adversely impact the
Group businesses image.
The Group is heavily reliant on the integrity of its IT infrastructure and systems for the daily
operation of its business. Any major disruption to the Group’s IT systems could significantly
impact operations. Existing and new unsupported systems with security vulnerabilities are
also prone to performance issue and unable to support the Group’s expansion strategy.
The ability to anticipate and adapt to technology advancements or threats is an
additional risk that may also impact the business.
Mitigation Measures
• Continued investment in upgrading of technology and IT infrastructure.
• Defined cybersecurity programme and centralised function to provide oversight,
manage cybersecurity matters, and strengthen cyber defences and security measures.
• Perform regular vulnerability assessment and/or penetration testing by third parties
to identify weaknesses.
• Arrange regular security awareness training and phishing testing to raise users’
cybersecurity awareness.
• Maintain disaster recovery plans and backup for data restoration.
• Regular external and internal audit reviews.
Talent Risk
(labour shortage)
Description
The competitiveness of an organisation depends on the quality and the availability of
the people that it attracts and retains. The market has also seen a change in work
preference (e.g. self-employed/ non-customers facing role/ remote working), driven
by generational shift in workforce.
A shortage of manpower to run stores and other unavailability of needed human
resources may impact the ability of the Group’s businesses to operate at full capacity,
implement initiatives and pursue opportunities.
Mitigation Measures
• Proactive manpower planning and proactive hiring are in place.
• Enhanced employer branding, training for team members and talent development
plans.
• Promote DE&I across the Group.
• Total compensation in line with market benchmarking.
• Review and expand recruitment channels to reach out more candidates,
i.e. Facebook’s recruitment page, LinkedIn recruitment and WhatsApp of
related job group, recruitment booth, and direct mailing.
219
Corporate Governance
Principal Risks and Uncertainties continued
Environmental and
Climate Related Risks
Description
Natural disasters such as earthquakes, floods and typhoons can damage the Group’s
assets and disrupt operations. Global warming-induced climate change has increased
the frequency and intensity of storms, leading to higher insurance premiums or reduced
coverage for such natural disasters. Additionally, rising temperatures may lead to
increased energy and refrigerant consumption, resulting in a higher carbon footprint.
With governments also taking a more proactive approach towards carbon taxes,
renewable energies, waste reduction and electric vehicles, additional investments
and efforts to address physical and transition risks of climate change are anticipated
from businesses.
With interest in sustainability surging in recent years among investors, governments
and the general public, expectations from regulators and other stakeholders for
accurate corporate sustainability reporting and commitments towards carbon
neutrality to address climate change are also growing. This brings increasing challenges
for the Group and its businesses to meet key stakeholders’ expectations.
There is potential for negative publicity and operational disruption arising from conflicts
between activists and the Group’s businesses that are perceived to be engaged in trade
and activities that are environmentally unfriendly.
Mitigation Measures
• Established a Sustainability Committee, led by the Group Chief Executive and
certain Management Committee members, activelyinvolved in developing and
implementing the decarbonisation strategy and targets while monitoring progress.
• Investing in energy and refrigeration efficiency initiatives to reduce energy
consumption and optimise cooling system, addressing temperature rise and
extreme heat.
• Budgeted US$15 million to US$20 million annually to the investment in scope 1
and 2 projects to ensure sufficient funding in reducing carbon footprints
addressing low carbon technologies transition.
• Incorporated carbon emission assessments into new store openings and renewals
and consider potential carbon pricing impacts in decision-making, managing the
potential risk from carbon pricing.
• Implemented business continuity plans for all locations to ensure operational
resilience to address typhoon and rainfall flooding.
• Implementing supplier diversification programme to diversify supply source from
regions with more sustainable farming practice or less prone to climate impact
to address increased production cost due to climate change.
• Innovatingand developingnew products or services that align with sustainability
trends, such as sustainable packaging and Own Brand Low Carbon Rice,
addressing consumer preferences change to low-carbon products.
• Improved ESG rating, particularly climate-related criteria to address increased
investors and consumers concerns over climate change management by
corporations.
• Conducting regular and comprehensive climate scenario analysis to identify
vulnerabilities and opportunities, enabling informed decision-making to address
the risks.
• Obtaining assurance on emission data disclosed and improve climate-related
data quality and accounting control.
• Implemented compliance programme to ensure adherence to evolving regulations,
including regular monitoring, and updating of policies and procedures.
220
DFI Retail Group Holdings Limited Annual Report 2024
Principal Risks and Uncertainties continued
Third-party Service
Provider and Supply Chain
Management Risk
Description
Third-party reliance risk refers to the availability and/or major disruption in operations
of our key suppliers, rendering their inability to serve the Group’s businesses. These can
be linked to financial instability, cyber fraud or security threats, violation of legal and
regulatory requirement and non-compliance to the Group’s supplier code of conduct.
Supply chain risk refers to potential disruptions and uncertainties that can affect
the flow of goods and services from suppliers to end consumers. These risks include
dependence on key suppliers, suppliers quality fluctuations, geopolitical tensions,
natural disasters and transportation delays. Changes in international trade policies
or tariffs could also impact the availability and cost of goods.
All these factors could potentially lead to inventory shortages, financial losses due to
business disruption, and reputation damage to the Group.
Mitigation Measures
• Ensuring protective terms and conditions in third-party service agreements,
including vendors being contractually required to bear higher liability for failures to
deliver or if they are responsible for a cyber incident at the Group’s business.
• Having robust evaluation and selection procedures for vendors and third-party
service providers, including an information security assessment where appropriate.
• Engaging suppliers only if they agree to comply with supplier’s code of conduct
where businesses require.
• Sourcing back-up suppliers, warehouses or other alternative plans.
• Maintaining strong relationships with suppliers that are designated by principals.
• Maintaining supplier insurance to cover logistics interruption.
• Ensuring early negotiation of new contracts for key service providers.
• Diversifying the product range to reduce the impact of disruptions to single
products.
• Including third-party disruption scenarios as part of business continuity planning.
221
Corporate Governance
Principal Risks and Uncertainties continued
Health, Safety and
Product Quality Risk
Description
Health and safety risks encompass the potential threats to the well-being of team
members, customers, and contractors within the Group’s operating environment. These
risks can arise from workplace accidents, insufficient safety protocols, and exposure to
hazardous materials which could lead to injuries or illnesses. High traffic in stores also
increases the potential for incidents, while ensuring we adherence to health & safety
regulations.
Product quality risk involves potential issues associated with the goods used or
consumed by customers, which can lead to recalls, legal liabilities, and reputational
damage to the Group. Risks may also arise from supplier quality issues, non-compliance
with regulatory standards, or manufacturing defects.
Mitigation Measures
Health & Safety (H&S)
• Risk management programme used to identify and manage the risk of the
Group’s business operations.
• H&S inspection and incident management programme is designed to recognise
potential hazards, enabling timely corrective actions to be taken to enhance
workplace safety.
• H&S operational compliance is monitored via internal cross check programme.
• Management of fire safety, statutory equipment and first aid certificates.
• First aid policy is in place.
• Established a contractor H&S management programme.
• Contractors must have a contractual agreement in place to ensure that they
comply with high expected levels of safety standards.
• Incorporating site safety plans in tenders and contracts.
• Routine safety training for all team members and sub-contractors.
• Disseminating safety materials such as signage and pictorial representations of
safe work procedures.
Product Safety / Operational Food Safety
• All Own-Brand products have specifications, product quality and safety standards
in place and are monitored via routine product surveillance assessments by a
third party.
• Established a strong supplier qualification and surveillance programme.
• Suppliers must follow all the Group’s policies and adhere to all local regulations.
• Operational compliance KPIs for food safety and health and safety.
• Comprehensive quality control measures in place in the Group’s fresh production
centres, distribution centres and retail stores.
• Effectiveness of food safety standards validated by third-party audits in retail
stores, processing centres and distribution centres.
Other General
• Purchasing sufficient insurance coverage including team members compensation.
• Obtaining adequate product liability insurance.
222
DFI Retail Group Holdings Limited Annual Report 2024
Principal Risks and Uncertainties continued
Supplier-related Ethical
Sourcing Risk
Description
Supplier-related ethical sourcing risk refers to the risk of engaging with suppliers who
do not align with the Group’s ethical and sustainability goals. This includes limited
transparency in complex supply chains, difficulties in verification and auditing, and
potential non-compliance by suppliers such as violation of employment rights related
regulations at production sites.
Our business advocates for protecting human rights in our own operations and
business relationships. It includes ensuring fair wages and safe working conditions
for team members, privacy protection, working environment free from discrimination
and abuse.
Failure to manage such risks could lead to material reputational damage, regulatory
fines and negative financial impact.
Mitigation Measures
• Establish and communicate on supplier’s code of conduct.
• Risk-based Supplier Ethical Audit requirement to ensure compliance with ethical
standards and code of conduct.
• Provide training and education to internal team members and suppliers about
ethical sourcing and sustainability best practices.
• Maintain effective ‘Speak Up’ hotline for any non-compliance or workplace
concern to be raised.
• Implement survey for team members and business partners to understand ethical
environment in our operation.
Effectiveness Review of Risk Management and Internal Control Systems
The effectiveness of the Company’s risk management and internal control systems is monitored by the internal audit
function, which reports functionally to the Audit Committee. The internal audit function also monitors the approach taken
by the business units to manage risk. The findings of the internal audit function and recommendations for any corrective
actions required are reported to the Audit Committee.
Corporate Governance
223
Shareholder Information
Financial Calendar
2024 full-year results announced 10 March 2025
Shares quoted ex-dividend 20 March 2025
Share registers closed 24 to 28 March 2025
Annual General Meeting to be held 2 May 2025
2024 final dividend payable 14 May 2025
2025 half-year results to be announced 24 July 2025*
Shares quoted ex-dividend 21 August 2025*
Share registers to be closed 25 to 29 August 2025*
2025 interim dividend payable 15 October 2025*
* Subject to change
Dividends
Shareholders will receive cash dividends in United States Dollars, except where elections are made for alternate currencies
in the following circumstances.
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 2024 final dividend by notifying the United Kingdom transfer agent
in writing by no later than 4.00 p.m. (local time) on 25 April 2025. The Pounds Sterling equivalent of dividends declared in
United States Dollars will be calculated by reference to an exchange rate prevailing on 30 April 2025.
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 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.
Registrars and Transfer Agent
Shareholders should address all correspondence with regard to their shareholdings or dividends to the appropriate
registrar or transfer agent.
Principal Registrar
Jardine Matheson International Services Limited
P.O. Box HM 1068
Hamilton HM EX
Bermuda
Singapore Branch Registrar
Boardroom Corporate & Advisory Services Pte. Ltd.
1 Harbourfront Avenue
Keppel Bay Tower #14-07
Singapore 098632
Jersey Branch Registrar
MUFG Corporate Markets (Jersey) Limited
(formerly known as Link Market Services (Jersey) Limited)
IFC 5
St Helier, Jersey JE1 1ST
Channel Islands
United Kingdom Transfer Agent
MUFG Corporate Markets
(formerly known as Link Group)
Central Square
29 Wellington Street
Leeds LS1 4DL, United Kingdom
Press releases and other financial information can be accessed through the internet at www.DFIretailgroup.com.
224
DFI Retail Group Holdings Limited Annual Report 2024
Retail Outlet Summary
Note: Includes 5,389 associates and joint ventures stores
(2023: 5,501)
and excludes discontinued operations.
Store Network
6,000
3,000
9,000
12,000
Stores
0
2020 2021 202420232022
10,76810,971
10,550
9,814
10,184
Home Furnishings
Restaurants
Other Retailing
Health and Beauty
Convenience
Food
2024
Health
and
Beauty Convenience Food
Home
Furnishings Restaurants
Other
Retailing Total
Net
change
Hong Kong 306 1,087 323 10 788 – 2,514 (48)
Macau 22 49 21 1 25 – 118 (2)
Chinese mainland 16 1,833 826 – 280 – 2,955 (186)
Singapore 128 467 91 – 175 – 861 (44)
Indonesia 341 – – 7 – – 348 6
Malaysia 556 – – – 5 – 561 (47)
Brunei 28 – – – – – 28 –
Taiwan – – – 8 – – 8 –
The Philippines 1,101 – 758 – – 554 2,413 45
Vietnam 127 – – – 126 – 253 27
Cambodia – – 85 – 50 – 135 (2)
Thailand – – – – 568 – 568 47
Laos – – – – 6 – 6 1
Total 2,625 3,436 2,104 26 2,023 554 10,768 (203)
Net change over 2023 (69) 61 (196) – 25 (24) (203)
2023
Health
and
Beauty Convenience Food
Home
Furnishings Restaurants
Other
Retailing Total
Net
change
Hong Kong 305 1,095 325 10 827 – 2,562 56
Macau 21 50 22 1 26 – 120 1
Chinese mainland 108 1,730 1,012 – 291 – 3,141 58
Singapore 129 500 100 – 176 – 905 51
Indonesia 335 – – 7 – – 342 23
Malaysia 603 – – – 5 – 608 46
Brunei 28 – – – – – 28 (3
)
Taiwan – – – 8 – – 8 –
The Philippines 1,033 – 757 – – 578 2,368 107
Vietnam 123 – – – 103 – 226 27
Cambodia 9 – 84 – 44 – 137 9
Thailand – – – – 521 – 521 42
Laos – – – – 5 – 5 4
Total 2,694 3,375 2,300 26 1,998 578 10,971 421
Net change over 2022 142 212 (44) 3 90 18 421
* Associates or joint ventures
Management Committee
Scott Price Group Chief Executive
Tom van der Lee Group Chief Financial Officer
Martin Lindström Chief Executive Officer, DFI IKEA
Curtis Liu Chief Executive Officer, Food
Yoep Man Chief Executive Officer, 7-Eleven
Andrew Wong Chief Executive Officer, Health & Beauty
Crystal Chan Group Chief Technology and Information Officer
Erica Chan Group Chief Legal, Governance and Corporate Affairs Officer
Shen Li Group Corporate Strategy and yuu Rewards Director
Wee Lee Loh Group Chief Digital Officer
Joy Jinghui Xu Group Chief People & Culture Officer
Corporate Office
5/F Devon House, Taikoo Place
979 King’s Road, Quarry Bay
Hong Kong
P.O. Box 286, G.P.O.
Tel : (852) 2299 1888
Fax : (852) 2299 4888
Website: www.DFIretailgroup.com
Management and Offices
Brunei
Guardian Health And Beauty
(B) Sdn Bhd
Giant Hypermarket Tasik Rimba
Lot 58865 Kampong Rimba
Mukim Gadong
Bandar Seri Begawan
BE 3119
Negara Brunei Darussalam
Tel: (673) 246 1274
Cambodia
DFI Lucky Private Limited
No. 01, Street 55P
Phum Trong Moan
Sangkat Ou Baek K’am
Khan Sen Sok
Phnom Penh
Cambodia. 120802
Tel: (855 23) 885 722
Website: www.dfilucky.com
Hong Kong and Macau
The Dairy Farm Company, Ltd
5/F Devon House
Taikoo Place
979 King’s Road
Quarry Bay
Tel: (852) 2299 3888
Fax: (852) 2299 2888
Maxim’s Caterers Ltd
*
18/F Maxim’s Centre
17 Cheung Shun St
Cheung Sha Wan
Kowloon
Tel: (852) 2523 4107
Fax: (852) 2216 7883
Website: www.maxims.com.hk
Indonesia
PT DFI Retail Nusantara Tbk
CBD Bintaro Jaya
Sektor VII B.7/A.7, Pondok Jaya
Pondok Aren, Tangerang Selatan
Banten 15424
Tel: (62 21) 8378 8000
Website: www.dfinusantara.co.id
Chinese mainland
Guangdong Sai Yi Convenience
Stores Ltd
Room 1601, CTS Centre
219 Zhong Shan 5th Road
Yue Xiu District
Guangzhou 510030
Tel: (86 20) 8364 7118
Fax: (86 20) 8364 7436
Website: www.7-11.cn
Mannings Guangdong Retail
Company Ltd
2/F Guangdong Mechanical
Main-Building
185 Yue Hua Road
Yue Xiu District
Guangzhou 510030
Tel: (86 20) 8318 1388
Fax: (86 20) 8318 2388
Website: www.mannings.com.cn
Malaysia
Guardian Health And Beauty
Sdn Bhd
Level 11, 8 First Avenue
Bandar Utama, 47800
Petaling Jaya
Selangor Darul Ehsan
Tel: (603) 5544 8400
Website: www.guardian.com.my
The Philippines
Robinsons Retail Holdings, Inc.
*
110 E. Rodriguez
Jr. Avenue, Bagumbayan
Quezon City
Philippines 1110
Tel: (63 2) 8635 0751 to 64
Website: www.
robinsonsretailholdings.com.ph
Singapore
Cold Storage Singapore (1983)
Pte Ltd
21 Tampines North Drive 2
#03-01
Singapore 528765
Tel: (65) 6891 8000
Taiwan
DFI Home Furnishings Taiwan Ltd
4/F, No. 128 Section 1
Jiuzong Road
Neihu District, 114066
Taipei City
Taiwan
Tel: (886 2) 2791 8820
Website: www.IKEA.com.tw
Vietnam
Pan Asia Trading And Investment
One Member Company Limited
*
L2-VP-01, 346 Ben Van Don
Ward 1, District 4
Ho Chi Minh City
Tel: (84 28) 3832 8272
Fax: (84 28) 3832 8448
Website: www.guardian.com.vn
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www.DFIretailgroup.com