[20-F] Alibaba Group Holding Limited American Files Annual Report (Foreign Issuer)
Alibaba Group (NYSE:BABA) filed its FY2025 Form 20-F for the year ended 31 Mar 2025. The filing provides expanded segment disclosure—Taobao & Tmall, Cloud Intelligence, International Digital Commerce, Local Services, Digital Media & Entertainment, Cainiao Smart Logistics and Innovation Initiatives—and outlines substantial financing activity: a USD 6.5 billion loan facility plus multiple senior notes (USD 1.0 bn 2057, USD 1.75 bn 2047, USD 1.15 bn 2035, USD 1.5 bn 2031, RMB 2.5 bn 2034, USD 1.0 bn 2061, among others). It also references convertible senior notes maturing 2024, ongoing RSU/option plans under 2014 & 2024 schemes, and continued intangible-asset amortisation. The document lists numerous equity-method investments, VIE structures and appropriated earnings balances. The excerpt supplied does not include revenue, profit or cash-flow figures; investors should consult the full statements for financial performance, liquidity ratios and Ant Group exposure.
Alibaba Group (NYSE:BABA) ha depositato il suo Form 20-F per l'esercizio fiscale 2025, chiuso al 31 marzo 2025. Il documento presenta una divulgazione ampliata dei segmenti—Taobao & Tmall, Cloud Intelligence, Commercio Digitale Internazionale, Servizi Locali, Media Digitali & Intrattenimento, Cainiao Smart Logistics e Iniziative di Innovazione—e descrive una significativa attività di finanziamento: una linea di credito da 6,5 miliardi di USD e molteplici obbligazioni senior (1,0 miliardi USD 2057, 1,75 miliardi USD 2047, 1,15 miliardi USD 2035, 1,5 miliardi USD 2031, 2,5 miliardi RMB 2034, 1,0 miliardi USD 2061, tra gli altri). Si fa inoltre riferimento a obbligazioni senior convertibili in scadenza nel 2024, a piani in corso di RSU/opzioni secondo gli schemi del 2014 e 2024, e alla continuata ammortizzazione di attività immateriali. Il documento elenca numerosi investimenti contabilizzati con il metodo del patrimonio netto, strutture VIE e saldi di utili appropriati. L’estratto fornito non include dati su ricavi, profitti o flussi di cassa; gli investitori sono invitati a consultare i bilanci completi per informazioni su performance finanziaria, rapporti di liquidità ed esposizione al Gruppo Ant.
Alibaba Group (NYSE:BABA) presentó su Formulario 20-F correspondiente al año fiscal 2025, finalizado el 31 de marzo de 2025. El informe ofrece una divulgación ampliada por segmentos—Taobao & Tmall, Cloud Intelligence, Comercio Digital Internacional, Servicios Locales, Medios Digitales & Entretenimiento, Cainiao Smart Logistics e Iniciativas de Innovación—y detalla una considerable actividad de financiamiento: una línea de crédito de 6.5 mil millones de USD junto con múltiples notas senior (1.0 mil millones USD 2057, 1.75 mil millones USD 2047, 1.15 mil millones USD 2035, 1.5 mil millones USD 2031, 2.5 mil millones RMB 2034, 1.0 mil millones USD 2061, entre otras). También se mencionan notas senior convertibles con vencimiento en 2024, planes vigentes de RSU/opciones bajo los esquemas de 2014 y 2024, y la continua amortización de activos intangibles. El documento incluye numerosas inversiones contabilizadas por el método de participación, estructuras VIE y saldos de ganancias apropiadas. El extracto proporcionado no contiene cifras de ingresos, ganancias o flujo de caja; se recomienda a los inversionistas revisar los estados completos para evaluar desempeño financiero, ratios de liquidez y exposición al Grupo Ant.
알리바바 그룹 (NYSE:BABA)은 2025년 3월 31일 종료된 2025 회계연도 Form 20-F를 제출했습니다. 이 보고서는 타오바오 & 티몰, 클라우드 인텔리전스, 국제 디지털 상거래, 지역 서비스, 디지털 미디어 & 엔터테인먼트, 차이냐오 스마트 물류 및 혁신 이니셔티브 등 세분화된 부문별 정보를 확장하여 제공하며, 상당한 자금 조달 활동을 개요합니다: 65억 달러 대출 시설과 다수의 선순위 채권 (2057년 만기 10억 달러, 2047년 만기 17.5억 달러, 2035년 만기 11.5억 달러, 2031년 만기 15억 달러, 2034년 만기 25억 위안, 2061년 만기 10억 달러 등). 또한 2024년 만기 전환 선순위 채권, 2014년 및 2024년 계획에 따른 진행 중인 RSU/옵션 계획, 지속적인 무형자산 상각에 대해서도 언급하고 있습니다. 문서에는 다수의 지분법 투자, VIE 구조 및 적립 이익 잔액이 나열되어 있습니다. 제공된 발췌문에는 매출, 이익 또는 현금 흐름 수치가 포함되어 있지 않으므로 투자자들은 재무 성과, 유동성 비율 및 Ant 그룹 노출에 관한 전체 재무제표를 참조해야 합니다.
Alibaba Group (NYSE:BABA) a déposé son Formulaire 20-F pour l'exercice 2025, clos au 31 mars 2025. Le document fournit une divulgation segmentée étendue—Taobao & Tmall, Cloud Intelligence, Commerce Digital International, Services Locaux, Médias Digitaux & Divertissement, Cainiao Smart Logistics et Initiatives d'Innovation—et décrit une importante activité de financement : une facilité de prêt de 6,5 milliards USD ainsi que plusieurs obligations senior (1,0 milliard USD 2057, 1,75 milliard USD 2047, 1,15 milliard USD 2035, 1,5 milliard USD 2031, 2,5 milliards RMB 2034, 1,0 milliard USD 2061, entre autres). Il fait également référence à des obligations senior convertibles arrivant à échéance en 2024, des plans en cours de RSU/options selon les programmes de 2014 et 2024, ainsi qu'à l'amortissement continu des actifs incorporels. Le document liste de nombreux investissements en méthode de mise en équivalence, structures VIE et soldes de bénéfices appropriés. L'extrait fourni ne comprend pas de chiffres sur les revenus, les bénéfices ou les flux de trésorerie ; les investisseurs sont invités à consulter les états financiers complets pour évaluer la performance financière, les ratios de liquidité et l'exposition au groupe Ant.
Alibaba Group (NYSE:BABA) hat seinen Form 20-F für das Geschäftsjahr 2025, das am 31. März 2025 endete, eingereicht. Die Einreichung enthält erweiterte Segmentangaben—Taobao & Tmall, Cloud Intelligence, International Digital Commerce, Local Services, Digital Media & Entertainment, Cainiao Smart Logistics und Innovationsinitiativen—und beschreibt umfangreiche Finanzierungsaktivitäten: eine Kreditfazilität in Höhe von 6,5 Milliarden USD sowie mehrere Senior Notes (1,0 Mrd. USD 2057, 1,75 Mrd. USD 2047, 1,15 Mrd. USD 2035, 1,5 Mrd. USD 2031, 2,5 Mrd. RMB 2034, 1,0 Mrd. USD 2061, unter anderem). Erwähnt werden auch wandlungsfähige Senior Notes mit Fälligkeit 2024, laufende RSU/Optionspläne gemäß den Programmen von 2014 und 2024 sowie fortlaufende Abschreibungen immaterieller Vermögenswerte. Das Dokument listet zahlreiche Equity-Methode-Investitionen, VIE-Strukturen und einbehaltene Gewinnsalden auf. Der bereitgestellte Auszug enthält keine Angaben zu Umsatz, Gewinn oder Cashflow; Investoren sollten die vollständigen Berichte für Finanzleistung, Liquiditätskennzahlen und Ant Group-Exponierung konsultieren.
- None.
- None.
Insights
TL;DR: Debt maturities lengthen; need full P&L to judge strength.
The 20-F shows Alibaba layering a USD 6.5 billion term loan onto an already extensive bond ladder stretching out to 2061. While staggered maturities ease refinancing risk, interest-expense trajectory remains unknown without income data. Segment granularity—seven distinct operating groups—signals management accountability and may aid future capital allocation, yet profit contribution by unit is not in the excerpt. Dual share-based award programmes (2014 & 2024) could dilute ADRs, especially as RSUs remain outstanding across senior leadership and Ant-linked incentives. Until audited numbers are reviewed, investors must weigh diversification benefits against rising fixed obligations and dilution potential.
TL;DR: Complex capital stack and VIE structure elevate structural risk.
The filing underscores structural complexity: numerous VIEs, equity-method investees and cross-border debt in USD and RMB. Multiple long-dated notes improve tenor mix but lock in covenants for decades, limiting future flexibility. The imminent 2024 convertible note maturity creates a near-term cash or dilution event. Intangible amortisation hints at aggressive acquisition history; future impairments are a watch-list item. Absence of consolidated cash-flow figures in the excerpt prevents assessment of covenant compliance or coverage ratios, leaving visibility gaps that heighten overall risk profile.
Alibaba Group (NYSE:BABA) ha depositato il suo Form 20-F per l'esercizio fiscale 2025, chiuso al 31 marzo 2025. Il documento presenta una divulgazione ampliata dei segmenti—Taobao & Tmall, Cloud Intelligence, Commercio Digitale Internazionale, Servizi Locali, Media Digitali & Intrattenimento, Cainiao Smart Logistics e Iniziative di Innovazione—e descrive una significativa attività di finanziamento: una linea di credito da 6,5 miliardi di USD e molteplici obbligazioni senior (1,0 miliardi USD 2057, 1,75 miliardi USD 2047, 1,15 miliardi USD 2035, 1,5 miliardi USD 2031, 2,5 miliardi RMB 2034, 1,0 miliardi USD 2061, tra gli altri). Si fa inoltre riferimento a obbligazioni senior convertibili in scadenza nel 2024, a piani in corso di RSU/opzioni secondo gli schemi del 2014 e 2024, e alla continuata ammortizzazione di attività immateriali. Il documento elenca numerosi investimenti contabilizzati con il metodo del patrimonio netto, strutture VIE e saldi di utili appropriati. L’estratto fornito non include dati su ricavi, profitti o flussi di cassa; gli investitori sono invitati a consultare i bilanci completi per informazioni su performance finanziaria, rapporti di liquidità ed esposizione al Gruppo Ant.
Alibaba Group (NYSE:BABA) presentó su Formulario 20-F correspondiente al año fiscal 2025, finalizado el 31 de marzo de 2025. El informe ofrece una divulgación ampliada por segmentos—Taobao & Tmall, Cloud Intelligence, Comercio Digital Internacional, Servicios Locales, Medios Digitales & Entretenimiento, Cainiao Smart Logistics e Iniciativas de Innovación—y detalla una considerable actividad de financiamiento: una línea de crédito de 6.5 mil millones de USD junto con múltiples notas senior (1.0 mil millones USD 2057, 1.75 mil millones USD 2047, 1.15 mil millones USD 2035, 1.5 mil millones USD 2031, 2.5 mil millones RMB 2034, 1.0 mil millones USD 2061, entre otras). También se mencionan notas senior convertibles con vencimiento en 2024, planes vigentes de RSU/opciones bajo los esquemas de 2014 y 2024, y la continua amortización de activos intangibles. El documento incluye numerosas inversiones contabilizadas por el método de participación, estructuras VIE y saldos de ganancias apropiadas. El extracto proporcionado no contiene cifras de ingresos, ganancias o flujo de caja; se recomienda a los inversionistas revisar los estados completos para evaluar desempeño financiero, ratios de liquidez y exposición al Grupo Ant.
알리바바 그룹 (NYSE:BABA)은 2025년 3월 31일 종료된 2025 회계연도 Form 20-F를 제출했습니다. 이 보고서는 타오바오 & 티몰, 클라우드 인텔리전스, 국제 디지털 상거래, 지역 서비스, 디지털 미디어 & 엔터테인먼트, 차이냐오 스마트 물류 및 혁신 이니셔티브 등 세분화된 부문별 정보를 확장하여 제공하며, 상당한 자금 조달 활동을 개요합니다: 65억 달러 대출 시설과 다수의 선순위 채권 (2057년 만기 10억 달러, 2047년 만기 17.5억 달러, 2035년 만기 11.5억 달러, 2031년 만기 15억 달러, 2034년 만기 25억 위안, 2061년 만기 10억 달러 등). 또한 2024년 만기 전환 선순위 채권, 2014년 및 2024년 계획에 따른 진행 중인 RSU/옵션 계획, 지속적인 무형자산 상각에 대해서도 언급하고 있습니다. 문서에는 다수의 지분법 투자, VIE 구조 및 적립 이익 잔액이 나열되어 있습니다. 제공된 발췌문에는 매출, 이익 또는 현금 흐름 수치가 포함되어 있지 않으므로 투자자들은 재무 성과, 유동성 비율 및 Ant 그룹 노출에 관한 전체 재무제표를 참조해야 합니다.
Alibaba Group (NYSE:BABA) a déposé son Formulaire 20-F pour l'exercice 2025, clos au 31 mars 2025. Le document fournit une divulgation segmentée étendue—Taobao & Tmall, Cloud Intelligence, Commerce Digital International, Services Locaux, Médias Digitaux & Divertissement, Cainiao Smart Logistics et Initiatives d'Innovation—et décrit une importante activité de financement : une facilité de prêt de 6,5 milliards USD ainsi que plusieurs obligations senior (1,0 milliard USD 2057, 1,75 milliard USD 2047, 1,15 milliard USD 2035, 1,5 milliard USD 2031, 2,5 milliards RMB 2034, 1,0 milliard USD 2061, entre autres). Il fait également référence à des obligations senior convertibles arrivant à échéance en 2024, des plans en cours de RSU/options selon les programmes de 2014 et 2024, ainsi qu'à l'amortissement continu des actifs incorporels. Le document liste de nombreux investissements en méthode de mise en équivalence, structures VIE et soldes de bénéfices appropriés. L'extrait fourni ne comprend pas de chiffres sur les revenus, les bénéfices ou les flux de trésorerie ; les investisseurs sont invités à consulter les états financiers complets pour évaluer la performance financière, les ratios de liquidité et l'exposition au groupe Ant.
Alibaba Group (NYSE:BABA) hat seinen Form 20-F für das Geschäftsjahr 2025, das am 31. März 2025 endete, eingereicht. Die Einreichung enthält erweiterte Segmentangaben—Taobao & Tmall, Cloud Intelligence, International Digital Commerce, Local Services, Digital Media & Entertainment, Cainiao Smart Logistics und Innovationsinitiativen—und beschreibt umfangreiche Finanzierungsaktivitäten: eine Kreditfazilität in Höhe von 6,5 Milliarden USD sowie mehrere Senior Notes (1,0 Mrd. USD 2057, 1,75 Mrd. USD 2047, 1,15 Mrd. USD 2035, 1,5 Mrd. USD 2031, 2,5 Mrd. RMB 2034, 1,0 Mrd. USD 2061, unter anderem). Erwähnt werden auch wandlungsfähige Senior Notes mit Fälligkeit 2024, laufende RSU/Optionspläne gemäß den Programmen von 2014 und 2024 sowie fortlaufende Abschreibungen immaterieller Vermögenswerte. Das Dokument listet zahlreiche Equity-Methode-Investitionen, VIE-Strukturen und einbehaltene Gewinnsalden auf. Der bereitgestellte Auszug enthält keine Angaben zu Umsatz, Gewinn oder Cashflow; Investoren sollten die vollständigen Berichte für Finanzleistung, Liquiditätskennzahlen und Ant Group-Exponierung konsultieren.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One) |
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Date of event requiring this shell company report...............
For the transition period from to
Commission file number
(Exact name of Registrant as specified in its charter) |
(Jurisdiction of incorporation or organization) |
People’s Republic of China |
(Address of principal executive offices)
People’s Republic of China |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
9988 (HKD Counter) 89988 (RMB Counter) |
The Stock Exchange of Hong Kong Limited
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Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
Accelerated filer |
Non‑accelerated filer |
Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued |
Other |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Securities Exchange Act of 1934).
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
Table of Contents
TABLE OF CONTENTS
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Page |
LETTER FROM OUR CHAIRMAN AND OUR CEO |
ii |
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EXPLANATORY NOTE |
iv |
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CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20‑F |
v |
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FORWARD-LOOKING STATEMENTS |
vi |
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PART I |
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ITEM 1. |
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS |
1 |
ITEM 2. |
OFFER STATISTICS AND EXPECTED TIMETABLE |
1 |
ITEM 3. |
KEY INFORMATION |
1 |
ITEM 4. |
INFORMATION ON THE COMPANY |
20 |
ITEM 4A. |
UNRESOLVED STAFF COMMENTS |
21 |
ITEM 5. |
OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
21 |
ITEM 6. |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
23 |
ITEM 7. |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
23 |
ITEM 8. |
FINANCIAL INFORMATION |
23 |
ITEM 9. |
THE OFFER AND LISTING |
24 |
ITEM 10. |
ADDITIONAL INFORMATION |
24 |
ITEM 11. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
26 |
ITEM 12. |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
26 |
PART II |
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ITEM 13. |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
31 |
ITEM 14. |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
31 |
ITEM 15. |
CONTROLS AND PROCEDURES |
31 |
ITEM 16A. |
AUDIT COMMITTEE FINANCIAL EXPERT |
31 |
ITEM 16B. |
CODE OF ETHICS |
32 |
ITEM 16C. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES |
32 |
ITEM 16D. |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
32 |
ITEM 16E. |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
32 |
ITEM 16F. |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT |
32 |
ITEM 16G. |
CORPORATE GOVERNANCE |
32 |
ITEM 16H. |
MINE SAFETY DISCLOSURE |
33 |
ITEM 16I. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
33 |
ITEM 16J. |
INSIDER TRADING POLICIES |
33 |
ITEM 16K. |
CYBERSECURITY |
33 |
PART III |
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ITEM 17. |
FINANCIAL STATEMENTS |
35 |
ITEM 18. |
FINANCIAL STATEMENTS |
35 |
ITEM 19. |
EXHIBITS |
36 |
i
Table of Contents
LETTER FROM OUR CHAIRMAN AND OUR CEO
Dear Shareholders,
Fiscal year 2025 marked a year of solid progress as Alibaba Group advanced our “user first, AI-driven” strategy.
This year, we focused on our two core businesses — e-commerce and “AI + Cloud” — which are the twin engines powering our long-term growth. With AI at the heart of our future, we significantly increased investments in cloud computing and AI infrastructure to accelerate innovation and drive the industrial adoption of AI technologies.
We also made disciplined moves to streamline our portfolio, including the divestiture of non-core assets such as Sun Art and Intime. Meanwhile, we steadily improved operating efficiency across our Internet platform businesses. Hujing Digital Media and Entertainment Group and Amap, for instance, each achieved a profitable quarter in fiscal year 2025. As AI unlocks new synergies across our diverse ecosystem, we are adopting a group-wide strategy that optimizes holistic value creation.
In the face of historic opportunities brought by AI, we want to share our forward-looking perspective – our strategic positioning, competitive strengths, and how we intend to capture the next wave of growth.
Strategic Execution and Business Updates
Our first strategic focus, “user first,” continues to guide our Internet platform businesses.
With over 1.1 billion Internet users, China is the world’s largest online retail market, where e-commerce accounts for nearly 27% of total retail consumption. In China commerce, our Taobao and Tmall Group remained focused on user growth and improving user experience. As China’s leading e-commerce platform, we also strengthened the operating environment for merchants, supporting those who offer high-quality products and services. Our efforts to build a sustainable ecosystem that benefits consumers, merchants, and the platform have gained momentum. In fiscal year 2025, we saw a rise in consumer and merchant trust, which in turn fueled business acceleration.
In international commerce, Alibaba International Digital Commerce Group (AIDC) delivered robust revenue growth, driven by the cross-border e-commerce businesses. We enhanced local supply in key markets and diversified our offerings to meet consumer needs across regions worldwide. Operating efficiency continued to improve, and we remain confident in achieving a profitable quarter for our international commerce business in the coming fiscal year.
Our second strategic focus, “AI-driven,” reflects our view of AI as both a core driver of business growth and a transformative force for the future. Over the next decade, AI is expected to reshape every industry. At Alibaba, we are investing aggressively in AI infrastructure and frontier innovation to enhance global competitiveness and generate long-term business momentum.
Alibaba Cloud, our core business that is driven by AI, benefited from surging AI demand. Public cloud revenue growth accelerated, and revenue from AI-related products posted triple-digit growth for seven straight quarters, pushing overall revenue to double-digit growth for the fiscal year.
In foundation models, we are expanding the frontier of model capabilities while remaining committed to open-source development. In April 2025, we released our next-generation Qwen3 model, which ranked among the top models globally on multiple authoritative benchmarks. As of the end of April 2025, over 200 models in the Qwen family series had been open-sourced, generating more than 300 million global downloads and over 100,000 derivative models, making Qwen the world’s largest open-source model family. These achievements reflect our deep expertise in AI research and will help accelerate the adoption of AI across various industries. We believe our open-source strategy will empower global developers to co-create progress in human intelligence and contribute to the long-term goal of artificial general intelligence (AGI).
Across our broader Internet platform ecosystem, we are expanding the application of AI with an open and forward-looking mindset. We believe AI is not only a catalyst for upgrading existing services but also a key to unlocking entirely new user experiences and value.
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Capital Management and Shareholder Return
In fiscal year 2025, Alibaba generated strong cash flow from our core businesses. We improved operating efficiency across multiple platform businesses, strengthening the foundations of previously loss-making businesses, a number of which are now on track to profitability. Our disciplined capital allocation efforts helped unlock shareholder value, including significant capital recovery from the divestment of non-core assets such as Sun Art and Intime. This enables us to double down on our core businesses and invest strategically in AI.
To return value to shareholders, we distributed US$4 billion in annual and special dividends for fiscal year 2024 and have announced a total of US$4.6 billion in dividends for fiscal year 2025. In addition, we repurchased US$11.9 billion of our shares, which resulted in 5.1% net reduction in total outstanding shares, driving accretion in earnings per share.
Looking ahead, we remain committed to enhancing shareholder value through multiple avenues.
Investing for the Future
The rapid evolution of AI is ushering in sweeping changes across industries and, with it, unprecedented growth opportunities for Alibaba.
Over the next decade, AI will be the primary driver of incremental value and transformation. For Alibaba, this means developing world-class AI models, pushing the limits of model capabilities, and building a globally competitive AI-enabled cloud infrastructure. Together, these capabilities will position “AI + Cloud” as our key growth engine for the future.
To realize this vision, we are ramping up investments in three key areas: AI and cloud infrastructure, AI foundation models and native applications, and the AI-driven transformation of our existing businesses. In fiscal year 2025, we announced that our planned investment in cloud and AI infrastructure over the next three years will exceed the total investment made in the past decade.
In this new era, Alibaba is strategically well-positioned. We are a key player in the China cloud computing market and the top cloud services provider in Asia Pacific. Alibaba Cloud is expanding its global cloud computing infrastructure and scaling international deployment of AI-related products to support the globalization of Chinese enterprises. This presents significant growth potential. With our talent, technology and resources, we are confident in capturing these opportunities and building “AI + Cloud” into Alibaba’s second growth curve.
As the AI era begins, Alibaba must embrace a startup mindset — thinking boldly and acting decisively to capture and create new opportunities. As we shared with our team and their families on Alibaba Day, we want to reiterate this message to our investors: creation, not preservation, is in Alibaba’s DNA. Today, Alibaba is embarking on a new chapter in the AI era with the heart of an entrepreneur and the ambition to lead.
Joe Tsai |
Eddie Wu |
Chairman |
Chief Executive Officer |
June 26, 2025
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EXPLANATORY NOTE
This document is our Annual Report on Form 20-F for the fiscal year ended March 31, 2025 (the “2025 Form 20-F”). Reference is made to the English version of our Hong Kong Annual Report for fiscal year 2025 (excluding the consolidated financial statements), which is attached hereto as Exhibit 15.5 (the “2025 Hong Kong Annual Report (adjusted version)”). Only (i) the information included in this 2025 Form 20-F, (ii) the information in the 2025 Hong Kong Annual Report (adjusted version) that we expressly incorporate by reference in this 2025 Form 20-F, and (iii) the exhibits to the 2025 Form 20-F that are required to be filed pursuant to the Form 20-F shall be deemed to be filed with the Securities and Exchange Commission (the “SEC”) for any purpose, including incorporation by reference into any document filed by us pursuant to the Securities Act of 1933, as amended, which incorporates by reference the 2025 Form 20-F. Any information in the 2025 Hong Kong Annual Report (adjusted version) that is not referenced in this 2025 Form 20-F as being incorporated by reference herein shall not be deemed to be so incorporated by reference. For the avoidance of doubt, the information included on www.alibabagroup.com and other websites that appear in this 2025 Form 20-F and the 2025 Hong Kong Annual Report (adjusted version) is not incorporated by reference herein.
References in this 2025 Form 20-F to sections in the 2025 Hong Kong Annual Report (adjusted version) include all information in such sections, including subsections, unless such reference is a reference to a subsection, in which case such reference includes only the information contained in such subsection. To the extent applicable, a reference to our consolidated financial statements in the 2025 Hong Kong Annual Report (adjusted version) should be read as referencing our consolidated financial statement included in this 2025 Form 20-F. Certain terms used in this 2025 Form 20-F are defined in the section titled “Definitions” of the 2025 Hong Kong Annual Report (adjusted version), which are incorporated herein by reference.
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CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F
The information set forth in the section titled “Definitions — Conventions that apply to this annual report” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Exchange Rate Information
Our reporting currency is the Renminbi. This annual report contains translations of Renminbi and Hong Kong dollar amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise stated, all translations of Renminbi and Hong Kong dollars into U.S. dollars and from U.S. dollars into Renminbi in this annual report were made at a rate of RMB7.2567 to US$1.00 and HK$7.7799 to US$1.00, the respective exchange rates on March 31, 2025 set forth in the H.10 statistical release of the Federal Reserve Board. We make no representation that any Renminbi, Hong Kong dollar or U.S. dollar amounts referred to in this annual report could have been, or could be, converted into U.S. dollars, Renminbi or Hong Kong dollars, as the case may be, at any particular rate or at all.
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FORWARD-LOOKING STATEMENTS
This annual report on Form 20‑F contains forward-looking statements. These statements are made under the “safe harbor” provision under Section 21E of the U.S. Exchange Act, and as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “future,” “aim,” “estimate,” “intend,” “seek,” “plan,” “believe,” “potential,” “continue,” “ongoing,” “target,” “guidance,” “is/are likely to” or other similar expressions. The forward‑looking statements included in this annual report relate to, among others:
Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. These factors include but are not limited to the following: our corporate structure, including the VIE structure we use to operate certain businesses in the PRC; our ability to maintain the trusted status of our ecosystem; our ability to compete, innovate and maintain or grow our revenue or business, including expanding our international and cross-border businesses and operations, adopting new technologies, including AI technologies, and managing a large and complex organization; risks associated with sustained investments in our businesses; fluctuations in general economic and business conditions in China and globally; uncertainties arising from competition among countries and geopolitical tensions, including national trade, investment, protectionist or other policies and export control, economic or trade sanctions; risks associated with our strategic transactions; uncertainties and risks associated with a broad range of complex laws and regulations (including in the areas of data security and privacy protection, anti-monopoly and anti-unfair competition, content regulation, consumer protection and regulation of Internet platforms) in the PRC and globally; cybersecurity risks and assumptions underlying or related to any of the foregoing. Please also see “Risk Factors” of the 2025 Hong Kong Annual Report (adjusted version).
The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report and are based on current expectations, assumptions, estimates and projections. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we have referred to in this annual report completely and with the understanding that our actual future results may be materially different from what we expect.
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
ITEM 3. KEY INFORMATION
The VIE Structure Adopted by Our Company
Risks Related to the VIE Structure
Alibaba Group Holding Limited is a Cayman Islands holding company. It does not directly engage in business operations itself. Due to PRC legal restrictions on foreign ownership and investment in certain industries, we, similar to all other entities with foreign-incorporated holding company structures operating in our industry in China, operate our Internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC through variable interest entities, or VIEs. The VIEs are incorporated in the PRC and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens, and not by our company. We and, through us, our shareholders do not own any equity interests in the VIEs. Investors in our ADSs and Shares are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by our consolidated subsidiaries and the VIEs, and investors may never hold equity interests in the VIEs under current PRC laws and regulations.
Investing in our company involves unique risks related to the VIE structure adopted by our company. In particular, if the PRC government deems that the contractual arrangements in relation to the VIEs do not comply with PRC regulations on foreign investment, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to penalties, or be forced to relinquish our interests in the operation of the VIEs, and we would no longer be able to consolidate the financial results of the VIEs in our consolidated financial statements. This would likely materially and adversely affect our business, financial results and the trading prices of our ADSs, Shares and/or other securities, including causing the trading prices of such securities to significantly decline or become worthless. Contractual arrangements in relation to VIEs have not been tested in a court of law. Other risks and uncertainties related to the VIE structure include regulatory risks and uncertainties; limitations of contractual arrangements in providing control over the VIEs; potential failure by the VIEs or their equity holders to perform their obligations; potential loss of the ability to use, or otherwise benefit from, the licenses, approvals and assets held by the VIEs; potential conflicts of interests between us and the equity holders, directors and executive officers of the VIEs; as well as potential scrutiny of the contractual arrangements with the VIEs by the PRC tax authority. See “Risk Factors — Risks Related to Our Corporate Structure” of the 2025 Hong Kong Annual Report (adjusted version) for more details on the risks relating to the VIE structure.
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Our Corporate Structure
Like many large scale, multinational companies with businesses around the world and across industries, we conduct our business through a large number of Chinese and foreign operating entities, including VIEs. The chart below summarizes our corporate structure as of March 31, 2025 and identifies the subsidiaries and VIEs that together are representative of the major businesses operated by our group, including our significant subsidiaries, as that term is defined under Section 1-02 of Regulation S-X under the U.S. Securities Act, and other representative subsidiaries, which we collectively refer to as our major subsidiaries, as well the corresponding representative VIEs, which we refer to as the representative VIEs:
VIE Structure
The contractual relationships with the VIEs provide us the power to direct the activities of the VIEs and the obligation to absorb losses or the right to receive benefits from the VIEs, such that we are the primary beneficiary for accounting purposes and therefore consolidate the VIEs. As a result, we include the financial results of each of the VIEs in our consolidated financial statements in accordance with U.S. GAAP.
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The following diagram is a simplified illustration of the typical ownership structure and contractual arrangements for VIEs:
For most of the VIEs, our group uses a different structure, or the Enhanced VIE Structure. The Enhanced VIE Structure maintains the primary legal framework that we and many peer companies in our industry have adopted to operate businesses in which foreign investment is restricted or prohibited in the PRC. We may also create additional holding structures in the future.
Under the Enhanced VIE Structure, a VIE is typically held by a PRC limited liability company, instead of individuals. This PRC limited liability company is directly or indirectly owned by two PRC limited partnerships, each of which holds 50% of the equity interest. Each of these partnerships is comprised of (i) a PRC limited liability company, as general partner (which is formed by a number of selected members of the Alibaba Partnership and our management who are PRC citizens), and (ii) the same group of natural persons, as limited partners. Under the terms of the relevant partnership agreements, the natural person limited partners must be members of the Alibaba Partnership or our management who are PRC citizens and as designated by the general partner of the partnership.
For our representative VIEs, these individuals are Jessie Junfang Zheng, Xiaofeng Shao, Zeming Wu and Fang Jiang (with respect to each of Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Shanghai Rajax Information Technology Co., Ltd. and Alibaba Cloud Computing Ltd.), and Jeff Jianfeng Zhang, Winnie Jia Wen, Jie Song and Yongxin Fang (with respect to Hujing Culture Entertainment Co., Ltd. (formerly known as Alibaba Culture Entertainment Co., Ltd.)).
Under the Enhanced VIE Structure, the designated subsidiary, on the one hand, and the corresponding VIE and the multiple layers of legal entities above the VIE, as well as the natural persons described above, on the other hand, enter into contractual arrangements, which are substantially similar to the contractual arrangements we have historically used for VIEs.
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The following diagram is a simplified illustration of the typical ownership structure and contractual arrangements of the VIEs under the Enhanced VIE Structure:
Loan Agreements
Pursuant to the relevant loan agreement, our respective subsidiary has granted a loan to the relevant VIE equity holders, which may only be used for the purpose of its business operation activities agreed by our subsidiary or the acquisition of the relevant VIE.
Exclusive Call Option Agreements
Under the Enhanced VIE Structure, each relevant VIE and its equity holders have jointly granted our relevant subsidiary (A) an exclusive call option to request the relevant VIE to decrease its registered capital and (B) an exclusive call option to subscribe for any increased capital of relevant VIE.
Proxy Agreements
Pursuant to the relevant proxy agreement, each of the VIE equity holders irrevocably authorizes any person designated by our subsidiary to exercise the rights of the equity holder of the VIE, including without limitation the right to vote and appoint directors.
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Equity Pledge Agreements
Pursuant to the relevant equity pledge agreement, the relevant VIE equity holders have pledged all of their interests in the equity of the VIE as a continuing first priority security interest in favor of the corresponding subsidiary to secure the outstanding amounts advanced under the relevant loan agreements described above and to secure the performance of obligations by the VIE and/or its equity holders under the other structure contracts. Each subsidiary is entitled to exercise its right to dispose of the VIE equity holders’ pledged interests in the equity of the VIE and has priority in receiving payment by the application of proceeds from the auction or sale of the pledged interests, in the event of any breach or default under the loan agreement or other structure contracts, if applicable.
Exclusive Services Agreements
Under the Enhanced VIE Structure, each relevant VIE has entered into an exclusive service agreement with the respective subsidiary, pursuant to which our relevant subsidiary provides exclusive services to the VIE. In exchange, the VIE pays a service fee to our subsidiary, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by our subsidiary, resulting in a transfer of substantially all of the profits from the VIE to our subsidiary.
For a more detailed summary of such contractual arrangements, see “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version)
If the VIEs or their equity holders fail to perform their respective obligations under the contractual arrangements, we will have to enforce our rights under the contractual arrangements through the operations of PRC law and arbitral or judicial agencies, which may be costly and time-consuming and will be subject to uncertainties in the PRC legal system, including the uncertainty resulting from the fact that these VIE contracts have not been tested in a PRC court. Consequently, the contractual arrangements may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership. The contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration or court proceedings in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. Uncertainties regarding the interpretation and enforcement of the relevant PRC laws and regulations could limit our ability to enforce the contractual arrangements. Under PRC law, if the losing parties fail to carry out the arbitration awards or court judgments within a prescribed time limit, the prevailing parties may only enforce the arbitration awards or court judgments in PRC courts, which would require additional expense and delay. In the event we are unable to enforce the contractual arrangements, we may not be able to exert effective control over the VIEs, and our ability to conduct our business, as well as our financial condition and results of operations, may be materially and adversely affected. See “Risk Factors — Risks Related to Our Corporate Structure — Our contractual arrangements may not be as effective in providing control over the VIEs as direct ownership” and “— Any failure by the VIEs or their equity holders to perform their obligations under the contractual arrangements would have a material adverse effect on our business, financial condition and results of operations” of the 2025 Hong Kong Annual Report (adjusted version).
Variable Interest Entity Financial Information
The following tables present the condensed consolidating schedule of operations and cash flows information for the fiscal years ended March 31, 2023, 2024 and 2025, and condensed consolidating schedule of balance sheet information as of March 31, 2024 and 2025 for:
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We conduct our business through a large number of subsidiaries and consolidated entities. We are presenting the condensed consolidating information for the major variable interest entities only. We believe this presentation provides a reasonably adequate basis for investors to evaluate the assets, operations and overall significance of the variable interest entities as a group, as well as the nature and amounts associated with intercompany transactions. The large number of variable interest entities not included as major variable interest entities are individually, and in the aggregate, not material for our company taken as a whole. To include them in the presentation would require tremendous time and efforts to prepare condensed consolidating schedules for them, which we do not believe would provide meaningful additional information to investors.
The amounts shown in the tables do not reconcile directly to financial information presented for the variable interest entities in our audited consolidated financial statements.
Although the variable interest entities hold licenses and approvals and assets for regulated activities that are necessary for our business operations, as well as certain equity investments in businesses, to which foreign investments are typically restricted or prohibited under applicable PRC law, we hold the significant majority of assets and operations in our subsidiaries and the significant majority of our revenue is captured directly by our subsidiaries. Therefore, our subsidiaries directly capture the significant majority of the profits and associated cash flow from operations, without having to rely on contractual arrangements to transfer cash flow from the variable interest entities to our subsidiaries.
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|
|
For the year ended March 31, 2025 |
|
|||||||||||||||||||||||||
|
|
Parent |
|
|
Other Subsidiaries |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
Revenue from third parties |
|
|
— |
|
|
|
833,583 |
|
|
|
98,433 |
|
|
|
64,331 |
|
|
|
— |
|
|
|
996,347 |
|
|
|
137,300 |
|
Revenue from group companies |
|
|
— |
|
|
|
17,515 |
|
|
|
19,346 |
|
|
|
203,620 |
|
|
|
(240,481 |
) |
|
|
— |
|
|
|
— |
|
Total cost and expenses |
|
|
(5,972 |
) |
|
|
(890,164 |
) |
|
|
(119,725 |
) |
(1) |
|
(153,515 |
) |
|
|
313,934 |
|
|
|
(855,442 |
) |
|
|
(117,883 |
) |
Income from subsidiaries and VIEs |
|
|
142,604 |
|
|
|
148,152 |
|
|
|
— |
|
|
|
1,439 |
|
|
|
(292,195 |
) |
|
|
— |
|
|
|
— |
|
Income (loss) from operations |
|
|
136,632 |
|
|
|
109,086 |
|
|
|
(1,946 |
) |
|
|
115,875 |
|
|
|
(218,742 |
) |
|
|
140,905 |
|
|
|
19,417 |
|
Other income and expenses |
|
|
(7,162 |
) |
|
|
46,239 |
|
|
|
2,293 |
|
|
|
46,633 |
|
|
|
(73,453 |
) |
|
|
14,550 |
|
|
|
2,005 |
|
Income tax (expenses) credit |
|
|
— |
|
|
|
(12,582 |
) |
|
|
1,256 |
|
|
|
(24,119 |
) |
|
|
— |
|
|
|
(35,445 |
) |
|
|
(4,884 |
) |
Share of results of equity method investees |
|
|
— |
|
|
|
(3,602 |
) |
|
|
(195 |
) |
|
|
9,763 |
|
|
|
— |
|
|
|
5,966 |
|
|
|
822 |
|
Net income |
|
|
129,470 |
|
|
|
139,141 |
|
|
|
1,408 |
|
|
|
148,152 |
|
|
|
(292,195 |
) |
|
|
125,976 |
|
|
|
17,360 |
|
Net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
4,102 |
|
|
|
31 |
|
|
|
— |
|
|
|
— |
|
|
|
4,133 |
|
|
|
569 |
|
Accretion of mezzanine equity |
|
|
— |
|
|
|
(639 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(639 |
) |
|
|
(88 |
) |
Net income attributable to ordinary shareholders |
|
|
129,470 |
|
|
|
142,604 |
|
|
|
1,439 |
|
|
|
148,152 |
|
|
|
(292,195 |
) |
|
|
129,470 |
|
|
|
17,841 |
|
|
|
For the year ended March 31, 2024 |
|
|||||||||||||||||||||
|
|
Parent |
|
|
Other Subsidiaries |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||
|
|
(in millions) |
|
|||||||||||||||||||||
Revenue from third parties |
|
|
— |
|
|
|
782,497 |
|
|
|
90,662 |
|
|
|
68,009 |
|
|
|
— |
|
|
|
941,168 |
|
Revenue from group companies |
|
|
— |
|
|
|
11,731 |
|
|
|
8,595 |
|
|
|
192,994 |
|
|
|
(213,320 |
) |
|
|
— |
|
Total cost and expenses |
|
|
(327 |
) |
|
|
(845,402 |
) |
|
|
(103,992 |
) |
(1) |
|
(157,042 |
) |
|
|
278,945 |
|
|
|
(827,818 |
) |
Income (loss) from subsidiaries and VIEs |
|
|
86,057 |
|
|
|
123,181 |
|
|
|
— |
|
|
|
(3,093 |
) |
|
|
(206,145 |
) |
|
|
— |
|
Income (loss) from operations |
|
|
85,730 |
|
|
|
72,007 |
|
|
|
(4,735 |
) |
|
|
100,868 |
|
|
|
(140,520 |
) |
|
|
113,350 |
|
Other income and expenses |
|
|
(5,989 |
) |
|
|
24,387 |
|
|
|
31 |
|
|
|
35,442 |
|
|
|
(65,625 |
) |
|
|
(11,754 |
) |
Income tax (expenses) credit |
|
|
— |
|
|
|
(6,890 |
) |
|
|
1,428 |
|
|
|
(17,067 |
) |
|
|
— |
|
|
|
(22,529 |
) |
Share of results of equity method investees |
|
|
— |
|
|
|
(11,656 |
) |
|
|
(17 |
) |
|
|
3,938 |
|
|
|
— |
|
|
|
(7,735 |
) |
Net income (loss) |
|
|
79,741 |
|
|
|
77,848 |
|
|
|
(3,293 |
) |
|
|
123,181 |
|
|
|
(206,145 |
) |
|
|
71,332 |
|
Net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
8,477 |
|
|
|
200 |
|
|
|
— |
|
|
|
— |
|
|
|
8,677 |
|
Accretion of mezzanine equity |
|
|
— |
|
|
|
(268 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(268 |
) |
Net income (loss) attributable to ordinary shareholders |
|
|
79,741 |
|
|
|
86,057 |
|
|
|
(3,093 |
) |
|
|
123,181 |
|
|
|
(206,145 |
) |
|
|
79,741 |
|
|
|
For the year ended March 31, 2023 |
|
|||||||||||||||||||||
|
|
Parent |
|
|
Other |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||
|
|
(in millions) |
|
|||||||||||||||||||||
Revenue from third parties |
|
|
— |
|
|
|
709,421 |
|
|
|
88,121 |
|
|
|
71,145 |
|
|
|
— |
|
|
|
868,687 |
|
Revenue from group companies |
|
|
— |
|
|
|
29,159 |
|
|
|
5,671 |
|
|
|
136,113 |
|
|
|
(170,943 |
) |
|
|
— |
|
Total cost and expenses |
|
|
(846 |
) |
|
|
(763,158 |
) |
|
|
(97,402 |
) |
(1) |
|
(168,473 |
) |
|
|
261,543 |
|
|
|
(768,336 |
) |
Income from subsidiaries and VIEs |
|
|
84,000 |
|
|
|
100,379 |
|
|
|
— |
|
|
|
3,031 |
|
|
|
(187,410 |
) |
|
|
— |
|
Income (loss) from operations |
|
|
83,154 |
|
|
|
75,801 |
|
|
|
(3,610 |
) |
|
|
41,816 |
|
|
|
(96,810 |
) |
|
|
100,351 |
|
Other income and expenses |
|
|
(10,645 |
) |
|
|
11,003 |
|
|
|
6,557 |
|
|
|
72,519 |
|
|
|
(90,600 |
) |
|
|
(11,166 |
) |
Income tax (expenses) credit |
|
|
— |
|
|
|
(6,551 |
) |
|
|
117 |
|
|
|
(9,115 |
) |
|
|
— |
|
|
|
(15,549 |
) |
Share of results of equity method investees |
|
|
— |
|
|
|
(3,176 |
) |
|
|
(46 |
) |
|
|
(4,841 |
) |
|
|
— |
|
|
|
(8,063 |
) |
Net income |
|
|
72,509 |
|
|
|
77,077 |
|
|
|
3,018 |
|
|
|
100,379 |
|
|
|
(187,410 |
) |
|
|
65,573 |
|
Net loss attributable to noncontrolling interests |
|
|
— |
|
|
|
7,197 |
|
|
|
13 |
|
|
|
— |
|
|
|
— |
|
|
|
7,210 |
|
Accretion of mezzanine equity |
|
|
— |
|
|
|
(274 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(274 |
) |
Net income attributable to ordinary shareholders |
|
|
72,509 |
|
|
|
84,000 |
|
|
|
3,031 |
|
|
|
100,379 |
|
|
|
(187,410 |
) |
|
|
72,509 |
|
Note:
7
Table of Contents
|
|
For the year ended March 31, 2025 |
|
|||||||||||||||||||||||||
|
|
Parent |
|
|
Other |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|||||||
|
|
|
|
|
(in millions) |
|
||||||||||||||||||||||
Net cash provided by (used in) operating activities |
|
|
51,728 |
|
(1) |
|
116,970 |
|
|
|
(1,446 |
) |
|
|
169,759 |
|
|
|
(173,502 |
) |
|
|
163,509 |
|
|
|
22,532 |
|
Net cash used in investing activities |
|
|
(54,809 |
) |
(1) |
|
(256,326 |
) |
|
|
(30,177 |
) |
(2) |
|
(115,113 |
) |
|
|
271,010 |
|
|
|
(185,415 |
) |
|
|
(25,551 |
) |
Net cash provided by (used in) financing activities |
|
|
2,542 |
|
(1) |
|
63,534 |
|
|
|
22,205 |
|
(2) |
|
(66,988 |
) |
|
|
(97,508 |
) |
|
|
(76,215 |
) |
|
|
(10,502 |
) |
Effect of exchange rate changes on cash and cash |
|
|
43 |
|
|
|
922 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
965 |
|
|
|
133 |
|
Decrease in cash and cash equivalents, |
|
|
(496 |
) |
|
|
(74,900 |
) |
|
|
(9,418 |
) |
|
|
(12,342 |
) |
|
|
— |
|
|
|
(97,156 |
) |
|
|
(13,388 |
) |
Cash and cash equivalents, restricted cash and |
|
|
1,114 |
|
|
|
219,909 |
|
|
|
11,776 |
|
|
|
53,625 |
|
|
|
— |
|
|
|
286,424 |
|
|
|
39,470 |
|
Cash and cash equivalents, restricted cash and |
|
|
618 |
|
|
|
145,009 |
|
|
|
2,358 |
|
|
|
41,283 |
|
|
|
— |
|
|
|
189,268 |
|
|
|
26,082 |
|
Notes:
For the year ended March 31, 2025, the cash transfer from our subsidiaries to the parent amounting to RMB175,208 million (US$24,144 million), of which RMB59,933 million (US$8,259 million), RMB38,300 million (US$5,278 million) and RMB76,975 million (US$10,607 million) were included in the parent’s net cash provided by operating activities, net cash used in investing activities, and net cash provided by financing activities, respectively.
For the year ended March 31, 2025, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB38,462 million (US$5,300 million), of which RMB32,967 million (US$4,543 million) and RMB5,495 million (US$757 million) were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
|
|
For the year ended March 31, 2024 |
|
|||||||||||||||||||||
|
|
Parent |
|
|
Other |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||
|
|
(in millions) |
|
|||||||||||||||||||||
Net cash provided by operating activities |
|
|
93,308 |
|
(1) |
|
112,457 |
|
|
|
8,994 |
|
|
|
163,315 |
|
|
|
(195,481 |
) |
|
|
182,593 |
|
Net cash provided by (used in) investing activities |
|
|
11,838 |
|
(1) |
|
922 |
|
|
|
(10,596 |
) |
(2) |
|
(20,462 |
) |
|
|
(3,526 |
) |
|
|
(21,824 |
) |
Net cash (used in) provided by financing activities |
|
|
(104,666 |
) |
(1) |
|
(60,507 |
) |
|
|
5,451 |
|
(2) |
|
(147,529 |
) |
|
|
199,007 |
|
|
|
(108,244 |
) |
Effect of exchange rate changes on cash and cash |
|
|
58 |
|
|
|
4,328 |
|
|
|
3 |
|
|
|
— |
|
|
|
— |
|
|
|
4,389 |
|
Increase (Decrease) in cash and cash equivalents, |
|
|
538 |
|
|
|
57,200 |
|
|
|
3,852 |
|
|
|
(4,676 |
) |
|
|
— |
|
|
|
56,914 |
|
Cash and cash equivalents, restricted cash and escrow |
|
|
576 |
|
|
|
162,709 |
|
|
|
7,924 |
|
|
|
58,301 |
|
|
|
— |
|
|
|
229,510 |
|
Cash and cash equivalents, restricted cash and escrow |
|
|
1,114 |
|
|
|
219,909 |
|
|
|
11,776 |
|
|
|
53,625 |
|
|
|
— |
|
|
|
286,424 |
|
Notes:
For the year ended March 31, 2024, the cash transfer from our subsidiaries to the parent amounting to RMB193,629 million, of which RMB98,174 million, RMB81,979 million and RMB13,476 million were included in the parent’s net cash provided by operating activities and investing activities, and net cash used in financing activities, respectively.
8
Table of Contents
For the year ended March 31, 2024, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB25,432 million, of which RMB19,933 million and RMB5,499 million were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
|
|
For the year ended March 31, 2023 |
|
|||||||||||||||||||||
|
|
Parent |
|
|
Other |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||
|
|
(in millions) |
|
|||||||||||||||||||||
Net cash provided by operating activities |
|
|
71,885 |
|
(1) |
|
154,186 |
|
|
|
3,622 |
|
|
|
196,309 |
|
|
|
(226,250 |
) |
|
|
199,752 |
|
Net cash used in investing activities |
|
|
(12,290 |
) |
(1) |
|
(87,248 |
) |
|
|
(2,003 |
) |
(2) |
|
(100,132 |
) |
|
|
66,167 |
|
|
|
(135,506 |
) |
Net cash (used in) provided by financing activities |
|
|
(59,439 |
) |
(1) |
|
(83,590 |
) |
|
|
1,766 |
|
(2) |
|
(84,439 |
) |
|
|
160,083 |
|
|
|
(65,619 |
) |
Effect of exchange rate changes on cash and cash |
|
|
33 |
|
|
|
3,495 |
|
|
|
2 |
|
|
|
— |
|
|
|
— |
|
|
|
3,530 |
|
Increase (Decrease) in cash and cash equivalents, |
|
|
189 |
|
|
|
(13,157 |
) |
|
|
3,387 |
|
|
|
11,738 |
|
|
|
— |
|
|
|
2,157 |
|
Cash and cash equivalents, restricted cash and escrow |
|
|
387 |
|
|
|
175,866 |
|
|
|
4,537 |
|
|
|
46,563 |
|
|
|
— |
|
|
|
227,353 |
|
Cash and cash equivalents, restricted cash and escrow |
|
|
576 |
|
|
|
162,709 |
|
|
|
7,924 |
|
|
|
58,301 |
|
|
|
— |
|
|
|
229,510 |
|
Notes:
For the year ended March 31, 2023, the cash transfer from our subsidiaries to the parent amounting to RMB112,153 million, of which RMB75,355 million, RMB20,565 million and RMB16,233 million were included in the parent’s net cash provided by operating activities, net cash used in investing activities and financing activities, respectively.
For the year ended March 31, 2023, the cash transfer from the major VIEs and their subsidiaries to our subsidiaries and consolidated entities amounting to RMB14,172 million, of which RMB6,513 million and RMB7,659 million were included in the major VIEs and their subsidiaries’ net cash used in investing activities and net cash provided by financing activities, respectively.
|
|
As of March 31, 2025 |
|
|||||||||||||||||||||||||
|
|
Parent |
|
|
Other |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|||||||
|
|
(in millions) |
|
|||||||||||||||||||||||||
Cash and cash equivalents and short-term |
|
|
618 |
|
|
|
292,918 |
|
|
|
5,542 |
|
|
|
75,235 |
|
|
|
— |
|
|
|
374,313 |
|
|
|
51,582 |
|
Investments in equity method investees and equity |
|
|
— |
|
|
|
288,039 |
|
|
|
26,433 |
|
|
|
306,295 |
|
|
|
— |
|
|
|
620,767 |
|
|
|
85,544 |
|
Accounts receivable and contract assets, |
|
|
— |
|
|
|
13,676 |
|
|
|
16,159 |
|
|
|
1,337 |
|
|
|
— |
|
|
|
31,172 |
|
|
|
4,295 |
|
Amounts due from group companies |
|
|
15,170 |
|
|
|
406,817 |
|
|
|
48,184 |
|
|
|
285,523 |
|
|
|
(755,694 |
) |
|
|
— |
|
|
|
— |
|
Prepayments and other assets |
|
|
245 |
|
|
|
223,039 |
|
|
|
28,413 |
|
|
|
46,518 |
|
|
|
— |
|
|
|
298,215 |
|
|
|
41,095 |
|
Interest in subsidiaries and VIEs |
|
|
1,365,004 |
|
|
|
422,662 |
|
|
|
— |
|
|
|
3,423 |
|
|
|
(1,791,089 |
) |
|
|
— |
|
|
|
— |
|
Property and equipment and intangible assets |
|
|
— |
|
|
|
182,309 |
|
|
|
18,357 |
|
|
|
23,593 |
|
|
|
— |
|
|
|
224,259 |
|
|
|
30,904 |
|
Goodwill |
|
|
— |
|
|
|
253,475 |
|
|
|
2,026 |
|
|
|
— |
|
|
|
— |
|
|
|
255,501 |
|
|
|
35,209 |
|
Total assets |
|
|
1,381,037 |
|
|
|
2,082,935 |
|
|
|
145,114 |
|
|
|
741,924 |
|
|
|
(2,546,783 |
) |
|
|
1,804,227 |
|
|
|
248,629 |
|
Amounts due to group companies |
|
|
184,879 |
|
|
|
268,040 |
|
|
|
85,437 |
|
|
|
217,338 |
|
|
|
(755,694 |
) |
|
|
— |
|
|
|
— |
|
Accrued and other liabilities |
|
|
186,300 |
|
|
|
316,759 |
|
|
|
39,784 |
|
|
|
98,407 |
|
|
|
— |
|
|
|
641,250 |
|
|
|
88,367 |
|
Deferred revenue and customer advances |
|
|
— |
|
|
|
52,685 |
|
|
|
16,669 |
|
|
|
3,517 |
|
|
|
— |
|
|
|
72,871 |
|
|
|
10,042 |
|
Total liabilities |
|
|
371,179 |
|
|
|
637,484 |
|
|
|
141,890 |
|
|
|
319,262 |
|
|
|
(755,694 |
) |
|
|
714,121 |
|
|
|
98,409 |
|
Mezzanine equity |
|
|
— |
|
|
|
11,713 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
11,713 |
|
|
|
1,613 |
|
Total shareholders’ equity |
|
|
1,009,858 |
|
|
|
1,365,004 |
|
|
|
3,423 |
|
|
|
422,662 |
|
|
|
(1,791,089 |
) |
|
|
1,009,858 |
|
|
|
139,162 |
|
Noncontrolling interests |
|
|
— |
|
|
|
68,734 |
|
|
|
(199 |
) |
|
|
— |
|
|
|
— |
|
|
|
68,535 |
|
|
|
9,445 |
|
Total liabilities, mezzanine equity and equity |
|
|
1,381,037 |
|
|
|
2,082,935 |
|
|
|
145,114 |
|
|
|
741,924 |
|
|
|
(2,546,783 |
) |
|
|
1,804,227 |
|
|
|
248,629 |
|
9
Table of Contents
|
|
As of March 31, 2024 |
|
|||||||||||||||||||||
|
|
Parent |
|
|
Other |
|
|
Major VIEs |
|
|
Primary |
|
|
Eliminations |
|
|
Consolidated |
|
||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||
|
|
(in millions) |
|
|||||||||||||||||||||
Cash and cash equivalents and short-term investments |
|
|
1,114 |
|
|
|
332,430 |
|
|
|
21,276 |
|
|
|
156,260 |
|
|
|
— |
|
|
|
511,080 |
|
Investments in equity method investees and equity |
|
|
— |
|
|
|
242,911 |
|
|
|
27,018 |
|
|
|
214,093 |
|
|
|
— |
|
|
|
484,022 |
|
Accounts receivable and contract assets, net of allowance |
|
|
— |
|
|
|
14,074 |
|
|
|
15,608 |
|
|
|
1,004 |
|
|
|
— |
|
|
|
30,686 |
|
Amounts due from group companies |
|
|
49,096 |
|
|
|
299,957 |
|
|
|
31,746 |
|
|
|
227,363 |
|
|
|
(608,162 |
) |
|
|
— |
|
Prepayments and other assets |
|
|
527 |
|
|
|
198,891 |
|
|
|
24,104 |
|
|
|
43,729 |
|
|
|
— |
|
|
|
267,251 |
|
Interest in subsidiaries and VIEs |
|
|
1,180,705 |
|
|
|
402,275 |
|
|
|
— |
|
|
|
4,983 |
|
|
|
(1,587,963 |
) |
|
|
— |
|
Property and equipment and intangible assets |
|
|
— |
|
|
|
186,545 |
|
|
|
10,053 |
|
|
|
15,513 |
|
|
|
— |
|
|
|
212,111 |
|
Goodwill |
|
|
— |
|
|
|
257,719 |
|
|
|
1,960 |
|
|
|
— |
|
|
|
— |
|
|
|
259,679 |
|
Total assets |
|
|
1,231,442 |
|
|
|
1,934,802 |
|
|
|
131,765 |
|
|
|
662,945 |
|
|
|
(2,196,125 |
) |
|
|
1,764,829 |
|
Amounts due to group companies |
|
|
110,867 |
|
|
|
242,279 |
|
|
|
75,643 |
|
|
|
179,373 |
|
|
|
(608,162 |
) |
|
|
— |
|
Accrued and other liabilities |
|
|
134,031 |
|
|
|
327,402 |
|
|
|
36,467 |
|
|
|
77,443 |
|
|
|
— |
|
|
|
575,343 |
|
Deferred revenue and customer advances |
|
|
— |
|
|
|
58,166 |
|
|
|
14,867 |
|
|
|
3,854 |
|
|
|
— |
|
|
|
76,887 |
|
Total liabilities |
|
|
244,898 |
|
|
|
627,847 |
|
|
|
126,977 |
|
|
|
260,670 |
|
|
|
(608,162 |
) |
|
|
652,230 |
|
Mezzanine equity |
|
|
— |
|
|
|
10,728 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10,728 |
|
Total shareholders’ equity |
|
|
986,544 |
|
|
|
1,180,705 |
|
|
|
4,983 |
|
|
|
402,275 |
|
|
|
(1,587,963 |
) |
|
|
986,544 |
|
Noncontrolling interests |
|
|
— |
|
|
|
115,522 |
|
|
|
(195 |
) |
|
|
— |
|
|
|
— |
|
|
|
115,327 |
|
Total liabilities, mezzanine equity and equity |
|
|
1,231,442 |
|
|
|
1,934,802 |
|
|
|
131,765 |
|
|
|
662,945 |
|
|
|
(2,196,125 |
) |
|
|
1,764,829 |
|
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Table of Contents
Key Information Related to Doing Business in the People’s Republic of China
Risks and Uncertainties Related to Doing Business in the People’s Republic of China
We face various legal and operational risks and uncertainties as a company based in and primarily operating in China. Most of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. Because PRC laws, rules and regulations are relatively new and quickly evolving, and because of the limited number of published decisions and the non-precedential nature of these decisions, and because the laws, rules and regulations often give the relevant regulator certain discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. Therefore, it is possible that our existing operations may be found not to be in full compliance with relevant laws and regulations in the future. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation. See “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” of the 2025 Hong Kong Annual Report (adjusted version).
The PRC government has significant oversight and discretion over the conduct of our business, and may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements. For example, in recent years, the PRC government has enhanced regulation in areas such as data privacy and personal data protection, anti-monopoly, anti-unfair competition, content and consumer protection. See “Risk Factors — Risks Related to Our Business and Industry — We are subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our ADSs, Shares and/or other securities”; “— We are subject to complex and evolving laws and regulations regarding privacy and data protection and cybersecurity. Complying with these laws and regulations increases our cost of operations, limits our business opportunities and may require changes to our data collection, use and other practices or negatively affect our user growth and engagement. Failure to comply with these laws and regulations could result in claims, regulatory investigations, litigation or penalties, or otherwise negatively affect our business”; “— Claims or regulatory actions under competition laws against us may result in our being subject to fines, constraints on our business and damage to our reputation”; “— PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to pursue growth through acquisitions and subject us to fines or other administrative penalties”; “— We may be subject to liability for content available in our ecosystem that is alleged to be obscene, defamatory, libelous, fraudulent socially destabilizing or otherwise unlawful” and “— We may be subject to claims under consumer protection laws, including health and safety claims and product liability claims, if property or people are harmed by the products and services sold through our platforms” of the 2025 Hong Kong Annual Report (adjusted version). The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on Chinese companies. These laws and regulations can be complex and stringent, and many are subject to change and uncertain interpretation, which could result in claims, change to our data and other business practices, regulatory investigations, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise affect our business. As a result, the trading prices of our ADSs and Shares could significantly decline or become worthless.
In addition, the PRC government has enhanced its regulatory oversight of Chinese companies listing overseas, including enhanced oversight of overseas financing and listing by Chinese companies. Such new regulatory requirements could significantly limit or completely hinder our ability and the ability of our subsidiaries to obtain external financing through the issuance of equity securities overseas and cause the value of our securities, including our ADSs and Shares, to significantly decline or become worthless. See “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us”; and “— We may need additional capital but may not be able to obtain it on favorable terms or at all” of the Hong Kong Annual Report (adjusted version).
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Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations
In the opinion of Fangda Partners, our PRC legal counsel, our consolidated subsidiaries and the VIEs in China have obtained all major licenses, permissions and approvals from the competent PRC authorities that are necessary to the operations of our Taobao and Tmall Group, Cloud Intelligence Group, AIDC Group and Local Services Group, which accounted for a substantial majority of our revenue in fiscal year 2025. In addition, we have implemented policies and control procedures to obtain and maintain the necessary licenses, permission and approvals to conduct our businesses. On the basis of the legal opinion issued by our PRC legal counsel and our internal policies and procedures, we believe that our consolidated subsidiaries and the VIEs in China have received the requisite licenses, permissions and approvals from the PRC authorities as are necessary for our business operations in China. Such licenses, permits, registrations and filings include, among others, Value-added Telecommunication License, License for Online Transmission of Audio-Visual Programs, Network Cultural Business License, Online Publishing Service License and License for Surveying and Mapping.
If we, our consolidated subsidiaries or the VIEs in China (i) do not maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change, and we or the VIEs are required to obtain such permissions or approvals in the future, we may be unable to obtain such necessary approvals, permits, registrations or filings in a timely manner, or at all, and such approvals, permits, registrations or filings may be rescinded even if obtained. Any such circumstance may subject us to fines and other regulatory, civil or criminal liabilities, and we may be ordered by the competent PRC authorities to suspend relevant operations, which could materially and adversely affect our business, financial condition, results of operations and prospects. Please see “Risk Factors — Risks Related to Our Business and Industry — We are subject to a broad range of laws and regulations, and future laws and regulations may impose additional requirements and other obligations that could materially and adversely affect our business, financial condition and results of operations, as well as the trading prices of our ADSs, Shares and/or other securities” of the 2025 Hong Kong Annual Report (adjusted version).
Furthermore, if the PRC government determines that the contractual arrangements constituting part of the VIE structure adopted by us do not comply with PRC regulations, or if these regulations change or are interpreted differently in the future, our securities may decline in value or become worthless if the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of our consolidated subsidiaries and the VIEs in China that conduct a significant portion of our business operations. In addition, there are substantial uncertainties as to whether the VIE structure adopted by us may be deemed as a method of foreign investment in the future. If the VIE structure adopted by us were to be deemed as a method of foreign investment under any future laws, regulations and rules, and if any of our business operations were to fall under the “Negative List” for foreign investment, we would need to take further actions in order to comply with these laws, regulations and rules, which may materially and adversely affect our current corporate structure, business, financial condition and results of operations. See “Risk Factors — Risks Related to Our Corporate Structure — Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and its implementing rules and other regulations and how they may impact the viability of our current corporate structure, business, financial condition and results of operations” of the 2025 Hong Kong Annual Report (adjusted version).
Given the uncertainties relating to the interpretation and enforcement of PRC laws, rules and regulations, it is possible that our existing operations may be found not to be in full compliance with relevant laws and regulations in the future. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation. For more detailed information, see “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” of the 2025 Hong Kong Annual Report (adjusted version).
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Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings
The PRC government has enhanced its regulatory oversight of Chinese companies listing overseas. In connection with our prior securities offerings and overseas listings, under PRC laws and regulations in effect as of the date of this annual report, after consulting our PRC legal counsel, Fangda Partners, we are not aware of any PRC laws or regulations which explicitly require us to obtain any permission from the CSRC or other Chinese authorities, and we, our consolidated subsidiaries and the VIEs in China (i) have not been required to obtain any permission from any PRC authority, (ii) have not been required to go through a cybersecurity review by the Cyberspace Administration of China, and (iii) have not received or were denied such requisite permissions by any PRC authority. There are uncertainties with respect to how PRC authorities will regulate overseas securities offerings and overseas listings in general, as well as the interpretation and implementation of any related regulations. Although we intend to fully comply with the then effective relevant laws and regulations applicable to any securities offerings we may conduct, there are uncertainties with respect to whether we will be able to fully comply with requirements to obtain any permissions and approvals from, or complete any reporting or filing procedures with, PRC authorities that may be in effect in the future. If we, our consolidated subsidiaries or the VIEs in China (i) do not maintain such permissions or approvals, (ii) inadvertently conclude that such permissions, approvals or filing or reporting are not required, or (iii) applicable laws, regulations, or interpretations change, and we or the VIEs are required to obtain such permissions, approvals or filing or reporting in the future, we may be unable to obtain such necessary approvals, permits, registrations or filings in a timely manner, or at all, and such approvals, permits, registrations or filings may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our and our subsidiaries' ability to offer securities to investors and cause our securities to decline in value or become worthless. For more detailed information, see “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules and regulations in the PRC could adversely affect us” and “— Risks Related to Our Business and Industry — We may need additional capital but may not be able to obtain it on favorable terms or at all” of the 2025 Hong Kong Annual Report (adjusted version).
Holding Foreign Companies Accountable Act
In recent years, U.S. regulators have continued to express concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of the increased regulatory focus in the United States on access to audit information, the United States originally enacted the Holding Foreign Companies Accountable Act, as amended, or the HFCA Act, in December 2020. The HFCA Act includes requirements for the SEC to identify issuers whose audit reports are prepared by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. In addition, if the auditor of a U.S. listed company is not subject to PCAOB inspections for three consecutive “non-inspection” years after the law becomes effective, the SEC is required to prohibit the securities of such issuer from being traded on a U.S. national securities exchange, such as the NYSE, or in U.S. over-the-counter markets. On December 29, 2022, the United States enacted the Consolidated Appropriations Act, 2023, which amended the HFCA Act to require the SEC to prohibit an issuer's securities from trading in the United States if its auditor is not subject to PCAOB inspections for two consecutive “non-inspection” years instead of three.
On December 16, 2021, the PCAOB issued its report notifying the SEC of its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our then independent registered public accounting firm, PricewaterhouseCoopers. On August 22, 2022, the SEC added us to its conclusive list of issuers identified under the HFCA Act, following the filing of our annual report on Form 20-F with the SEC on July 26, 2022. Following the signing of a Statement of Protocol between the PCAOB and the CSRC and the Ministry of Finance, the PCAOB announced on December 15, 2022 that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in Chinese mainland and Hong Kong in 2022. The PCAOB vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland and Hong Kong. For this reason, we were not identified as a Commission-Identified Issuer following the filing of our annual reports in 2023 or 2024, and we do not expect to be identified as a Commission-Identified Issuer following the filing of this annual report in 2025. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in Chinese mainland and Hong Kong in the future is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including the uncertainties surrounding the relationship between China and the United States. If the PCAOB is unable to continue to inspect or investigate completely registered public accounting firms headquartered in Chinese mainland or Hong Kong, including our independent registered public accounting firm, for two consecutive years, our securities (including our ADSs and Shares) may be prohibited from trading on or delisted from the NYSE or other U.S. stock exchange under the HFCA Act.
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Delisting of our ADSs would force our U.S.-based shareholders to sell their ADSs or convert them into Shares listed in Hong Kong. Although we are listed in Hong Kong, investors may face difficulties in migrating their underlying ordinary shares to Hong Kong, or may have to incur increased costs or suffer losses in order to do so. The market prices of our ADSs and/or other securities could be adversely affected as a result of anticipated negative impacts of the HFCA Act upon, as well as negative investor sentiment towards, China-based companies listed in the United States, regardless of our actual operating performance. See “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements, and the inability of the PCAOB to conduct inspections over our auditor in the future may deprive our investors of the benefits of such inspections” and “— Our ADSs will be delisted and our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, as amended, if the PCAOB is unable to inspect or investigate completely auditors located in China” of the 2025 Hong Kong Annual Report (adjusted version).
Listing Venues
Our ADSs have been listed on the NYSE since September 19, 2014 under the symbol “BABA.” Each ADS represents eight Shares. Our Shares have been listed on the Hong Kong Stock Exchange since November 26, 2019 under the stock code “9988.” On August 28, 2024, we completed the voluntary conversion of our secondary listing status to a primary listing status on the Hong Kong Stock Exchange, and became a dual-primary listed company on the Hong Kong Stock Exchange and the New York Stock Exchange. Our ADSs and Shares listed in Hong Kong are easily convertible. Please see “Item 12. Description of Securities Other Than Equity Securities — D. American Depositary Shares — Conversion between ADSs and Shares” for more details on the conversion procedures.
Holding Company Structure and Cash Flows through Our Company
We are a holding company with no operation other than ownership of operating subsidiaries in Chinese mainland, Hong Kong S.A.R., and elsewhere that own and operate our marketplaces and other businesses as well as a portfolio of intellectual property rights. As a result, we rely on dividends and other distributions paid by our operating subsidiaries for our cash and financing requirements, including the funds necessary to repurchase shares, to pay dividends and other cash distribution to our shareholders, fund inter-company loans, service outstanding debts and pay our expenses. If our operating subsidiaries incur additional debt on their own, the instruments governing the debt may restrict the ability of our operating subsidiaries to pay dividends or make other distributions or remittances, including loans, to us.
Our holding company structure differs from some of our peers in that, although the variable interest entities hold licenses and approvals and assets for regulated activities that are necessary for our business operations, as well as certain equity interests in businesses, to which foreign investments are typically restricted or prohibited under applicable PRC law, we hold the significant majority of assets and operations in our subsidiaries and the significant majority of our revenue is captured directly by our subsidiaries. Therefore, our subsidiaries directly capture the significant majority of profits and associated cash flow from operations, without having to rely on contractual arrangements to transfer cash flow from the variable interest entities to our subsidiaries. In fiscal years 2023, 2024 and 2025, the significant majority of our revenues were generated by our subsidiaries. See “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version) for a description of these contractual arrangements and the structure of our company. Also see “— The VIE Structure Adopted by Our Company — Variable Interest Entity Financial Information” for further financial information of Alibaba Group Holding Limited, the major variable interest entities and their subsidiaries, our subsidiaries that are, for accounting purposes only, the primary beneficiaries of the major variable interest entities, and other subsidiaries and consolidated entities.
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Investors in our securities, including our ADSs, Shares and notes, should note that, to the extent cash or assets in our business is in the PRC or a PRC entity, the funds or assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries, or the VIEs by the PRC government to transfer cash or assets. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Applicable PRC law permits payment of dividends to us by our operating subsidiaries in China only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Our operating subsidiaries in China are also required to set aside a portion of their net income, if any, each year to fund general reserves for appropriations until this reserve has reached 50% of the related subsidiary’s registered capital. These reserves are not distributable as cash dividends. In addition, registered share capital and capital reserve accounts are also restricted from distribution. As of March 31, 2025, these restricted net assets totaled RMB334.8 billion (US$46.1 billion). See note 25 to our audited consolidated financial statements included in this annual report. Also see “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — We rely to a significant extent on dividends, loans and other distributions on equity paid by our operating subsidiaries in China” of the 2025 Hong Kong Annual Report (adjusted version). Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to certain restrictions on currency exchange or outbound capital flows. See “Risk Factors — Risks Related to Doing Business in the People’s Republic of China — Regulations on currency exchange or outbound capital flows may limit our ability to utilize our PRC revenue effectively” of the 2025 Hong Kong Annual Report (adjusted version).
Under the PRC Enterprise Income Tax Law, a withholding tax of 5% to 10% is generally levied on dividends declared by companies in China to their non-resident enterprise investors. As of March 31, 2025, we have accrued the withholding tax on substantially all of the earnings distributable by our subsidiaries in China, except for those being reserved for permanent reinvestment in China of RMB362.6 billion (US$50.0 billion). See “Management Discussion and Analysis — Operating Results — Taxation — PRC Withholding Tax” of the 2025 Hong Kong Annual Report (adjusted version).
We do not have specific cash management policies in place that dictate how funds are transferred between Alibaba Group Holding Limited, our subsidiaries, the VIEs or our investors. However, we have implemented procedures and control mechanisms to manage the transfer of funds within our organization to support our business needs and in compliance with applicable laws and regulations.
For the years ended March 31, 2023, 2024 and 2025, Alibaba Group Holding Limited provided capital contributions and loans, and repaid loans, in the aggregate amounts of RMB32,025 million, RMB74,951 million and RMB94,307 million (US$12,996 million), respectively, to our subsidiaries, and our subsidiaries provided dividends and loans, and repaid loans, in the aggregate amounts of RMB112,153 million, RMB193,629 million and RMB175,208 million (US$24,144 million), respectively, to Alibaba Group Holding Limited.
For the years ended March 31, 2023, 2024 and 2025, our subsidiaries and consolidated entities provided loans and repaid loans, in the aggregate amounts of RMB21,283 million, RMB17,986 million and RMB29,008 million (US$3,997 million) to the major VIEs and their subsidiaries, and the major VIEs and their subsidiaries provided loans, repaid loans and paid technical service fees to our subsidiaries and consolidated entities in the aggregate amounts of RMB14,172 million, RMB25,432 million and RMB38,462 million (US$5,300 million), respectively. See “— The VIE Structure Adopted by Our Company — Variable Interest Entity Financial Information” for classification of cashflow detailed in footnotes to the condensed consolidating schedule. We have settled and will continue to settle fees under the contractual arrangements with the variable interest entities. For a condensed consolidating schedule of financial information that disaggregates the operations and depicts the financial position, cash flows, and results of operations for the same periods for which audited consolidated financial statements are required, see “— The VIE Structure Adopted by Our Company —Variable Interest Entity Financial Information.” Please also see the consolidated financial statements included in this annual report for more financial information.
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For fiscal year 2024, we declared a cash dividend in the amount of US$0.2075 per Share or US$1.66 per ADS, consisting of (i) a regular dividend in the amount of US$0.125 per Share or US$1.00 per ADS and (ii) a one-time extraordinary dividend in the amount of US$0.0825 per Share or US$0.66 per ADS as a distribution of proceeds from disposition of certain financial investments, for a total amount of US$4 billion. For fiscal year 2025, we declared a cash dividend in the amount of US$0.25 per Share or US$2.00 per ADS, consisting of (i) a regular dividend in the amount of US$0.13125 per Share or US$1.05 per ADS and (ii) a one-time extraordinary dividend of US$0.11875 per Share or US$0.95 per ADS as a distribution of proceeds from disposition of certain businesses and financial investments, for a total amount of US$4.6 billion. See “Other Information for Shareholders —Taxation — Material United States Federal Income Tax Considerations — Taxation of Dividends” of the 2025 Hong Kong Annual Report (adjusted version). For tax consequences to U.S. investors, see “Other Information for Shareholders —Taxation — Material United States Federal Income Tax Considerations — Taxation of Dividends” of the 2025 Hong Kong Annual Report (adjusted version). For PRC and United States federal income tax considerations of an investment in our ADS, see “Other Information for Shareholders —Taxation” of the 2025 Hong Kong Annual Report (adjusted version).
Not Applicable.
Not Applicable.
D. Risk Factors
Summary of Risk Factors
Investing in our company may involve significant risks. Alibaba Group Holding Limited is a Cayman Islands holding company. It does not directly engage in business operations itself. Due to PRC legal restrictions on foreign ownership and investment in certain industries, we, similar to all other entities with foreign-incorporated holding company structures operating in our industry in China, operate through VIEs our Internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC. The VIEs are incorporated in the PRC and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens, and not by our company. We have entered into certain contractual arrangements which collectively enable us to exercise effective control over the VIEs and realize substantially all of the economic risks and benefits arising from the VIEs. As a result, we include the financial results of each of the VIEs in our consolidated financial statements in accordance with U.S. GAAP. Investors in our ADSs and Shares are purchasing equity securities of a Cayman Islands holding company rather than equity securities issued by our consolidated subsidiaries and the VIEs. See “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version) for more details. See “Risk Factors — Risks Related to Our Corporate Structure” of the 2025 Hong Kong Annual Report (adjusted version) for risks involving the VIE structure.
In addition, we face various legal and operational risks and uncertainties as a company based in and primarily operating in China. The PRC government has significant authority to oversee and regulate the business operations of a China-based company like us, including overseas listing and overseas fundraisings. See “Risk Factors — Risks Related to Doing Business in the People’s Republic of China” of the 2025 Hong Kong Annual Report (adjusted version).
A summary of the risk factors is set forth below, you should read this summary together with the detailed risk factors set forth in the 2025 Hong Kong Annual Report (adjusted version).
Risks and uncertainties related to our business and industry include risks and uncertainties associated with the following:
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Risks and uncertainties related to our corporate structure may arise from the following:
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Risks and uncertainties related to doing business in the PRC include risks and uncertainties associated with the following:
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Risks related to our ADSs and Shares include risks and uncertainties associated with the following:
We discuss the various risks and uncertainties we are subject to in detail in the 2025 Hong Kong Annual Report (adjusted version).
Risks Related to Our Business and Industry
The information set forth in the section titled “Risk Factors — Risks Related to Our Business and Industry” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Risks Related to Our Corporate Structure
The information set forth in the section titled “Risk Factors — Risks Related to Our Corporate Structure” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Risks Related to Doing Business in the People’s Republic of China
The information set forth in the section titled “Risk Factors — Risks Related to Doing Business in the People’s Republic of China” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Risks Related to Our ADSs and Shares
The information set forth in the section titled “Risk Factors — Risks Related to Our ADSs and Shares” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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ITEM 4. INFORMATION ON THE COMPANY
The information set forth in the section titled “Business Overview — General Information of the Company” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
B. Business Overview
Our Mission
The information set forth in the section titled “Our Mission” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Our Vision
The information set forth in the section titled “Our Vision” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Our Values
The information set forth in the section titled “Our Values” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Company Overview
The information set forth in the section titled “Business Overview — Company Overview” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Our Strategies
The information set forth in the section titled “Business Overview — Our Strategies” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Our Businesses
The information set forth in the section titled “Business Overview — Our Businesses” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Sales and Marketing
The information set forth in the section titled “Business Overview — Sales and Marketing” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Our Technology
The information set forth in the section titled “Business Overview — Our Technology” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Environmental, Social and Governance (ESG)
The information set forth in the section titled “Business Overview — Environmental, Social and Governance (ESG)” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Competition
The information set forth in the section titled “Business Overview — Competition” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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Seasonality
The information set forth in the section titled “Business Overview — Seasonality” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Regulation
The information set forth in the section titled “Business Overview — Regulation” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations
The information set forth in the section titled “Business Overview — Permissions and Approvals Required to be Obtained from PRC Authorities for our Business Operations" of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings
The information set forth in the section titled “Business Overview — Permissions and Approvals Required to be Obtained from PRC Authorities for our Securities Offerings" of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
C. Organizational Structure
The information set forth in the section titled “Business Overview — Organizational Structure” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
D. Property, Plant and Equipment
The information set forth in the section titled “Business Overview — Property, Plant and Equipment” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
A. Operating Results
The information set forth in the sections titled “Management Discussion and Analysis — Operating Results — Overview”, “— Our Segments”, “— Our Monetization Model”, “— Factors Affecting Our Results of Operations”, “— Recent Investments, Acquisitions, Dispositions and Strategic Alliance Activities”, “— Components of Results of Operations”, “— Taxation”, “— Share-based Compensation”, “— Results of Operations”, “— Segment Information for Fiscal Years 2023, 2024 and 2025”, “— Non-GAAP Measures”, “— Comparison of Fiscal Years 2024 and 2025” and “Management Discussion and Analysis — Recent Accounting Pronouncements” of the 2025 Hong Kong Annual Report (adjusted version) are incorporated herein by reference.
Comparison of Fiscal Years 2023 and 2024
For a discussion of our results of operations for the fiscal year ended March 31, 2023 compared with the fiscal year ended March 31, 2024, see “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Comparison of Fiscal Years 2023 and 2024” of our annual report on Form 20-F for the fiscal year ended March 31, 2024, filed with the SEC on May 23, 2024.
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B. Liquidity and Capital Resources
The information set forth in the section titled “Management Discussion and Analysis — Liquidity and Capital Resources” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Management Discussion and Analysis — Research and Development, Patents and Licenses, etc.” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Management Discussion and Analysis — Trend Information” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Management Discussion and Analysis — Critical Accounting Policies and Estimates” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
The information set forth in the section titled “Directors, Senior Management and Employees — Directors and Senior Management” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Directors, Senior Management and Employees — Compensation” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Directors, Senior Management and Employees — Board Practices” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Directors, Senior Management and Employees — Employees” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Directors, Senior Management and Employees — Share Ownership” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The information set forth in the section titled “Major Shareholders and Related Party Transactions” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Major Shareholders and Related Party Transactions — Major Shareholders” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
B. Related Party Transactions
The information set forth in the section titled “Major Shareholders and Related Party Transactions — Related Party Transactions” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
C. Interests of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
See “Item 18. Financial Statements.”
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Legal and Administrative Proceedings
The information set forth in the section titled “Business Overview — Legal and Administrative Proceedings” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Dividend Policy
The information set forth in the section titled “Other Information for Shareholders — Dividend Policy” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
We have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
ITEM 9. THE OFFER AND LISTING
Our ADSs have been listed on the NYSE since September 19, 2014 under the symbol “BABA.” Each ADS represents eight Shares. Our Shares have been listed on the Hong Kong Stock Exchange since November 26, 2019 under the stock code “9988.” Following the launch of HKD - RMB Dual Counter Model by the Hong Kong Stock Exchange, our shares are also traded in RMB with stock code “89988” under the RMB counter since June 19, 2023.
On August 28, 2024, we completed the voluntary conversion of our secondary listing status to a primary listing status on the Hong Kong Stock Exchange, or the Primary Conversion, and became a dual-primary listed company on the Hong Kong Stock Exchange and the New York Stock Exchange.
Not applicable.
See “A. Offer and Listing Details.”
Not applicable.
Not applicable.
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
Not applicable.
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We incorporate by reference into this annual report the description of our amended and restated Memorandum and Articles of Association contained in our Registration Statement on Form F‑1 (File No. 333‑195736), as amended, initially filed with the SEC on May 6, 2014. Our shareholders adopted our amended and restated Memorandum and Articles of Association by a special resolution on September 2, 2014, and effective upon completion of our initial public offering of ordinary shares represented by our ADSs. At our annual general meeting of shareholders held on September 30, 2020, our shareholders approved to amend and restate our Memorandum and Articles of Association by a special resolution, and effective upon the same day, to expressly permit completely virtual shareholders’ meetings and reflect the Company’s share capital following the Share Split. At our annual general meeting of shareholders held on August 22, 2024, our shareholders approved to amend and restate our Memorandum and Articles of Association by a special resolution, and effective upon the same day, to comply with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in light of our Primary Conversion, save for where the Hong Kong Stock Exchange has granted applicable waivers and exemptions from strict compliance of certain provisions of the Hong Kong Listing Rules.
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company,” “Item 5. Operating and Financial Review and Prospects” or elsewhere in this annual report.
The information set forth in the section titled “Business Overview — Regulation — Regulation of Foreign Exchange and Dividend Distribution — Foreign Exchange Regulation” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
The information set forth in the section titled “Other Information for Shareholders — Taxation” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
Not applicable.
Not applicable.
We have previously filed with the SEC our Registration Statement on Form F‑1 (File No. 333‑195736), as amended, with respect to our ordinary shares and ADSs. As allowed by the SEC, in Item 19 of this annual report, we incorporate by reference certain information we previously filed with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this annual report.
You may read and copy this annual report, including the exhibits incorporated by reference in this annual report, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC's regional offices in New York, New York and Chicago, Illinois. You can also request copies of this annual report, including the exhibits incorporated by reference in this annual report, upon payment of a duplicating fee, by writing information on the operation of the SEC’s Public Reference Room.
The SEC also maintains an Internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our annual report and some of the other information submitted by us to the SEC may be accessed through this website.
As a foreign private issuer, we are exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the reporting and short‑swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act.
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In accordance with NYSE Rule 203.01, we will post this annual report on our website www.alibabagroup.com. In addition, we will provide hard copies of our annual report to shareholders, including ADS holders, free of charge upon request.
Not applicable.
We intend to submit the annual report provided to security holders in electronic format pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as an exhibit to a current report on Form 6-K.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth in the section titled “Management Discussion and Analysis — Quantitative and Qualitative Disclosures about Market Risk” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
Not applicable.
Not applicable.
Fees Paid by Our ADS Holders
As an ADS holder, you will be required to pay the following service fees to the depositary, Citibank, N.A.:
Persons depositing or withdrawing |
|
For: |
Up to US$5.00 per 100 ADSs (or fraction thereof) |
• Issuance of ADSs upon deposit of Shares (excluding issuances as a result of distributions of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs). |
|
|
• Delivery of Shares against surrender of ADSs. |
|
|
• Distribution of cash dividends or other cash distributions. |
|
|
• Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs. |
|
|
• Distribution of securities other than ADSs or rights to purchase additional ADSs. |
|
Up to US$5.00 per 100 ADSs (or fraction thereof) per calendar year |
• ADS services |
|
As an ADS holder you will also be responsible to pay certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:
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Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary bank by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary bank and by the brokers (on behalf of their clients) delivering the ADSs to the depositary bank for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary bank to the holders of record of ADSs as of the applicable ADS record date.
The Depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (e.g., stock dividend, rights), the depositary bank charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary bank sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via DTC), the depositary bank generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary banks.
In the event of refusal to pay the depositary fees, the depositary bank may, under the terms of the Deposit Agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to the ADS holder.
Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of these changes.
Fees and Payments from the Depositary to Us
Our depositary has agreed to share with us certain fees payable to the depositary by holders of ADSs. For fiscal year 2025, the depositary shared with us US$28 million, after deduction of applicable U.S. taxes.
Conversion between ADSs and Shares
Dealings and Settlement of Shares in Hong Kong
Our Shares trade on the Hong Kong Stock Exchange in board lots of 100 Shares. Dealings in our Shares on the Hong Kong Stock Exchange are conducted in Hong Kong dollars. Following the launch of Hong Kong Dollar - Renminbi Dual Counter Model by the Hong Kong Stock Exchange, our shares are also traded in Renminbi (RMB) with stock code “89988” under the RMB counter since June 19, 2023.
The transaction costs of dealings in our Shares on the Hong Kong Stock Exchange include:
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Investors must settle their trades executed on the Hong Kong Stock Exchange through their brokers directly or through custodians. For an investor who has deposited his or her Shares in his or her stock account or in his or her designated Central Clearing and Settlement System participant’s stock account maintained with the Central Clearing and Settlement System, or CCASS, settlement will be effected in CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. For an investor who holds the physical certificates, settlement certificates and the duly executed transfer forms must be delivered to his or her broker or custodian before the settlement date.
Conversion between Shares Trading in Hong Kong and ADSs
In connection with the listing of our Shares on the Hong Kong Stock Exchange, we have established a branch register of members in Hong Kong, or the Hong Kong share register, which is maintained by our Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited. Our principal register of members, or the Cayman share register, is maintained by our Principal Share Registrar.
All Shares offered in our Hong Kong public offering are registered on the Hong Kong share register in order to be listed and traded on the Hong Kong Stock Exchange. As described in further detail below, holders of Shares registered on the Hong Kong share register are able to convert these Shares into ADSs, and vice versa.
In connection with the Hong Kong public offering, and to facilitate fungibility and conversion between ADSs and Shares and trading between the NYSE and the Hong Kong Stock Exchange, we moved a portion of our issued Shares that are represented by ADSs from our Cayman share register to our Hong Kong share register.
Our ADSs
Our ADSs are traded on the NYSE. Dealings in our ADSs on the NYSE are conducted in U.S. Dollars.
ADSs may be held either:
The depositary for our ADSs is Citibank, N.A., whose office is located at 388 Greenwich Street, New York, New York 10013, United States. The depositary’s custodian in Hong Kong is Citibank, N.A. – Hong Kong branch, whose office is located at 9/F Citi Tower, One Bay East, 83 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
Converting Shares Trading in Hong Kong into ADSs
An investor who holds Shares registered in Hong Kong and who intends to convert them to ADSs to trade on the NYSE must deposit or have his or her broker deposit the Shares with the depositary’s Hong Kong custodian, Citibank, N.A. – Hong Kong branch, or the custodian, in exchange for ADSs.
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A deposit of Shares trading in Hong Kong in exchange for ADSs involves the following procedures:
For Shares deposited in CCASS, under normal circumstances, the above steps generally require two business days. For Shares held outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS issuances. The investor will be unable to trade the ADSs until the procedures are completed.
Converting ADSs to Shares Trading in Hong Kong
An investor who holds ADSs and who intends to convert his or her ADSs into Shares to trade on the Hong Kong Stock Exchange must cancel the ADSs the investor holds and withdraw Shares from our ADS program and cause his or her broker or other financial institution to trade such Shares on the Hong Kong Stock Exchange.
An investor that holds ADSs indirectly through a broker should follow the broker’s procedure and instruct the broker to arrange for cancelation of the ADSs, and transfer of the underlying Shares from Citibank’s account on the CCASS system to the investor’s Hong Kong stock account. The broker, upon receiving instructions from its client, should surrender the ADSs to Citibank and said instructions to Citibank (drcerts@citi.com / citiadr@citi.com / drbrokerservices@citi.com) to cancel the ADSs with share delivery instructions in CCASS.
For investors holding ADSs directly, the following steps must be taken:
For Shares to be received in CCASS, under normal circumstances, the above steps generally require two business days. For Shares to be received outside CCASS in physical form, the above steps may take 14 business days, or more, to complete. The investor will be unable to trade the Shares on the Hong Kong Stock Exchange until the procedures are completed.
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Temporary delays may arise. For example, the transfer books of the depositary may from time to time be closed to ADS cancellations. In addition, completion of the above steps and procedures is subject to there being a sufficient number of Shares on the Hong Kong share register to facilitate a withdrawal from the ADS program directly into the CCASS system. We are not under any obligation to maintain or increase the number of Shares on the Hong Kong share register to facilitate such withdrawals.
Depositary Requirements
Before the depositary issues ADSs or permits withdrawal of Shares, the depositary may require:
The depositary may refuse to deliver, transfer, or register issuances, transfers and cancelations of ADSs generally when the transfer books of the depositary or our Hong Kong Share Registrar are closed or at any time if the depositary or we determine it advisable to do so or it would violate any applicable law or the depositary’s policies or procedures.
All costs attributable to the transfer of Shares to effect a withdrawal from or deposit of Shares into our ADS program will be borne by the investor requesting the transfer. In particular, holders of Shares and ADSs should note that the Hong Kong Share Registrar will charge HK$2.50 (or such higher fee as may from time to time be permitted under the Hong Kong Listing Rules), for each transfer of Shares from one registered owner to another, each share certificate canceled or issued by it and any applicable fee as stated in the share transfer forms used in Hong Kong. In addition, holders of Shares and ADSs must pay US$5.00 (or less) per 100 ADSs for each issuance of ADSs and for each cancelation of ADSs, as the case may be, in connection with the deposit of Shares into, or withdrawal of Shares from, our ADS program.
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PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information” for a description of the rights of securities holders, which remain substantially unchanged.
ITEM 15. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed under the U.S. Exchange Act is recorded, processed, summarized and reported within the specified time periods and accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Our management, under the supervision and with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a‑15(e) or 15d‑15(e) promulgated under the U.S. Exchange Act, as of March 31, 2025. Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed in the reports that we file or submit under the U.S. Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that information required to be disclosed in the reports that we file or submit under the U.S. Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a‑15(f) and 15d‑15(f) under the U.S. Exchange Act. As required by Rule 13a‑15(c) of the U.S. Exchange Act, our management conducted an evaluation of our company’s internal control over financial reporting as of March 31, 2025 based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2025.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our independent registered public accounting firm, PricewaterhouseCoopers Zhong Tian LLP has audited the effectiveness of our internal control over financial reporting as of March 31, 2025, as stated in their report, which appears on page F‑2 of this annual report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period covered by this annual report on Form 20‑F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
•ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Mr. Albert Kong Ping Ng, an independent director within the meaning of Section 303A of the NYSE Listed Company Manual and a member of our Audit Committee, qualifies as “Audit Committee financial expert” as defined in Item 16A of Form 20‑F.
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ITEM 16B. CODE OF ETHICS
Our board of directors has adopted a code of ethics that applies to all of our directors, executive officers and employees. The code of ethics is available on our official website under the investor relations section at www.alibabagroup.com/en-US/investor-relations.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by our principal accountant for the respective period including any associated or affiliated organizations or entities. We did not pay any other fees to our auditors during the periods indicated below.
|
|
Year ended March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
(in thousands of RMB) |
|
|||||
Audit Fees(1) |
|
|
147,521 |
|
|
|
134,794 |
|
Audit-related Fees(2) |
|
|
8,982 |
|
|
|
7,795 |
|
Tax Fees(3) |
|
|
2,114 |
|
|
|
6,224 |
|
All Other Fees(4) |
|
|
6,129 |
|
|
|
2,543 |
|
Total |
|
|
164,746 |
|
|
|
151,356 |
|
The policy of our Audit Committee is to pre‑approve all audit and non‑audit services provided by our principal accountant for the respective period including any associated or affiliated organizations or entities, including audit services, audit‑related services, tax services and other services as described above, other than those for de minimis services that are approved by the Audit Committee prior to the completion of the audit.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The information set forth in the section titled “Other Information for Shareholders — Purchases of Equity Securities by the Issuer and Affiliated Purchasers” of the 2025 Hong Kong Annual Report (adjusted version) is incorporated herein by reference.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
We are a “foreign private issuer” (as such term is defined in Rule 3b‑4 under the U.S. Exchange Act), and our ADSs, each representing eight ordinary shares, are listed on the NYSE. Under Section 303A of the NYSE Listed Company Manual, NYSE listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the NYSE with limited exceptions. The following summarizes some significant ways in which our corporate governance practices differ from those followed by domestic companies under the listing standards of the NYSE.
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Under the NYSE Listed Company Manual, U.S. domestic listed companies are required to have a majority independent board, which is not required under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”), our home country. Currently, our board of directors is composed of ten members, six of whom are independent directors. All of our independent directors are independent within the meaning of Section 303A of the NYSE Listed Company Manual. We have also received from each independent director a confirmation of his or her independence and we consider them to be independent pursuant to the Hong Kong Listing Rules. In addition, the NYSE Listed Company Manual requires U.S. domestic listed companies to have a compensation committee and a nominating/corporate governance committee, each composed entirely of independent directors, which are not required under the Companies Act. Currently, our Compensation Committee is composed of three members, all of whom are independent directors. Our Nominating and Corporate Governance Committee is composed of two members, all of whom are independent directors. In addition, the NYSE Listed Company Manual requires shareholder approval for certain matters, such as requiring that shareholders must be given the opportunity to vote on all equity compensation plans and material revisions to those plans, which is not required under the Cayman Islands law. We comply with the requirements of Cayman Islands law and Hong Kong Listing Rules in determining whether shareholder approval is required.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
We have
The Guidelines on Trading in Alibaba Group Securities are filed as Exhibit 11.2 to this annual report on Form 20-F.
ITEM 16K. CYBERSECURITY
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PART III
ITEM 17. FINANCIAL STATEMENTS
We have provided financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The following financial statements are filed as part of this annual report, together with the report of the independent auditor:
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ITEM 19. EXHIBITS
Exhibit Number |
Description of Document |
1.1(1) |
Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect |
2.1 |
Registrant’s Form of Ordinary Share Certificate |
2.2(2) |
Deposit Agreement, dated as of September 24, 2014, between the Registrant, the depositary and holders and beneficial holders of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, including the form of American Depositary Receipt |
2.3(2) |
Form of American Depositary Receipt evidencing American Depositary Shares (included in Exhibit 2.2) |
2.4(3) |
Indenture, dated as of November 28, 2014, between the Registrant and Bank of New York Mellon as Trustee |
2.5(3) |
Sixth Supplemental Indenture, dated as of November 28, 2014, between the Registrant and Bank of New York Mellon as Trustee |
2.6(3) |
Form of 4.500% Senior Notes Due 2034 (included in Exhibit 2.5) |
2.7(4) |
Indenture, dated as of December 6, 2017, between the Registrant and Bank of New York Mellon as Trustee |
2.8(4) |
Second Supplemental Indenture, dated as of December 6, 2017, between the Registrant and Bank of New York Mellon as Trustee |
2.9(4) |
Third Supplemental Indenture, dated as of December 6, 2017, between the Registrant and Bank of New York Mellon as Trustee |
2.10(4) |
Fourth Supplemental Indenture, dated as of December 6, 2017, between the Registrant and Bank of New York Mellon as Trustee |
2.11(4) |
Fifth Supplemental Indenture, dated as of December 6, 2017, between the Registrant and Bank of New York Mellon as Trustee |
2.12(4) |
Form of 3.400% Senior Notes Due 2027 (included in Exhibit 2.8) |
2.13(4) |
Form of 4.000% Senior Notes Due 2037 (included in Exhibit 2.9) |
2.14(4) |
Form of 4.200% Senior Notes Due 2047 (included in Exhibit 2.10) |
2.15(4) |
Form of 4.400% Senior Notes Due 2057 (included in Exhibit 2.11) |
2.16(5) |
Sixth Supplemental Indenture, dated as of February 9, 2021, between the Registrant and Bank of New York Mellon as Trustee |
2.17(5) |
Seventh Supplemental Indenture, dated as of February 9, 2021, between the Registrant and Bank of New York Mellon as Trustee |
2.18(5) |
Eighth Supplemental Indenture, dated as of February 9, 2021, between the Registrant and Bank of New York Mellon as Trustee |
2.19(5) |
Ninth Supplemental Indenture, dated as of February 9, 2021, between the Registrant and Bank of New York Mellon as Trustee |
2.20(5) |
Form of 2.125% Senior Notes Due 2031 (included in Exhibit 2.16) |
2.21(5) |
Form of 2.700% Senior Notes Due 2041 (included in Exhibit 2.17) |
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Exhibit Number |
Description of Document |
2.22(5) |
Form of 3.150% Senior Notes Due 2051 (included in Exhibit 2.18) |
2.23(5) |
Form of 3.250% Senior Notes Due 2061 (included in Exhibit 2.19) |
2.24 |
Indenture, dated as of May 29, 2024, between the Registrant and Citibank, N.A. as Trustee |
2.25 |
Form of 0.50% Convertible Senior Notes Due 2031 (included in Exhibit 2.24) |
2.26 |
Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee |
2.27 |
First Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee |
2.28 |
Second Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee |
2.29 |
Third Supplemental Indenture, dated as of November 26, 2024, between the Registrant and Citibank, N.A. as Trustee |
2.30 |
Form of 4.875% Notes Due 2030 (included in Exhibit 2.27) |
2.31 |
Form of 5.250% Notes Due 2035 (included in Exhibit 2.28) |
2.32 |
Form of 5.625% Notes Due 2054 (included in Exhibit 2.29) |
2.33 |
Indenture, dated as of November 28, 2024, between the Registrant and Citicorp International Limited as Trustee |
2.34 |
First Supplemental Indenture, dated as of November 28, 2024, between the Registrant and Citicorp International Limited as Trustee |
2.35 |
Second Supplemental Indenture, dated as of November 28, 2024, between the Registrant and Citicorp International Limited as Trustee |
2.36 |
Third Supplemental Indenture, dated as of November 28, 2024, between the Registrant and Citicorp International Limited as Trustee |
2.37 |
Fourth Supplemental Indenture, dated as of November 28, 2024, between the Registrant and Citicorp International Limited as Trustee |
2.38 |
Form of 2.65% Notes Due 2028 (included in Exhibit 2.34) |
2.39 |
Form of 2.80% Notes Due 2029 (included in Exhibit 2.35) |
2.40 |
Form of 3.10% Notes Due 2034 (included in Exhibit 2.36) |
2.41 |
Form of 3.50% Notes Due 2044 (included in Exhibit 2.37) |
2.42 |
Description of Securities Registered under Section 12 of the U.S. Exchange Act |
4.1(6) |
Form of Indemnification Agreement between the Registrant and its directors and executive officers |
4.2(7) |
Form of Employment Agreement between the Registrant and its executive officers |
4.3(7) |
Form of Share Retention Agreement between the Registrant and certain members of management |
4.4(8) |
Second Amended and Restated 2014 Post‑IPO Equity Incentive Plan |
4.5(9) |
2024 Equity Incentive Plan |
4.6(10) |
2024 Equity Incentive Plan (Existing Shares) |
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Exhibit Number |
Description of Document |
4.7 |
Schedules of Material Differences of Contractual Arrangements of Representative Variable Interest Entities of the Registrant |
4.8(4) |
English translation of Loan Agreement, between Hangzhou Zhenxi Investment Management Co., Ltd. and Zhejiang Tmall Technology Co., Ltd., dated January 10, 2018 |
4.9(4) |
English translation of Exclusive Call Option Agreement entered into by and among Hangzhou Zhenxi Investment Management Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd., dated January 10, 2018 |
4.10(4) |
English translation of Shareholder’s Voting Rights Proxy Agreement entered into by and among Hangzhou Zhenxi Investment Management Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd., dated January 10, 2018 |
4.11(4) |
English translation of Equity Pledge Agreement entered into by and among Hangzhou Zhenxi Investment Management Co., Ltd., Zhejiang Tmall Technology Co., Ltd. and Zhejiang Tmall Network Co., Ltd., dated January 10, 2018 |
4.12(4) |
English translation of Exclusive Services Agreement entered into between Zhejiang Tmall Network Co., Ltd. and Zhejiang Tmall Technology Co., Ltd., dated January 10, 2018 |
4.13(7) |
Share and Asset Purchase Agreement by and among the Registrant, Zhejiang Ant Small and Micro Financial Services Group Co., Ltd. (currently known as Ant Group), Yahoo! Inc., SoftBank Corp. and the other Parties named therein, dated August 12, 2014 |
4.14(11) |
Amendment to Share and Asset Purchase Agreement by and among the Registrant, Ant Small and Micro Financial Services Group Co., Ltd. (currently known as Ant Group), SoftBank Group Corp., Jack Ma, Joseph C. Tsai, and the other Parties named therein, dated February 1, 2018 |
4.15(12) |
Second Amendment to Share and Asset Purchase Agreement by and among the Registrant, Ant Small and Micro Financial Services Group Co., Ltd. (currently known as Ant Group) and SoftBank Group Corp., dated September 23, 2019 |
4.16(13) |
Third Amendment to Share and Asset Purchase Agreement by and among the Registrant, Ant Group Co., Ltd., SoftBank Group Corp. and the other parties named therein, dated August 24, 2020 |
4.17(8) |
Fourth Amendment to Share and Asset Purchase Agreement by and among the Registrant, Ant Group Co., Ltd., SoftBank Group Corp. and the other parties named therein, dated July 25, 2022 |
4.18(8) |
Amended and Restated Commercial Agreement by and among the Registrant, Ant Group Co., Ltd. and Alipay.com Co., Ltd., dated July 25, 2022 |
4.19(12) |
Second Amended and Restated Intellectual Property License and Software Technology Services Agreement by and among the Registrant, Ant Small and Micro Financial Services Group Co., Ltd. (currently known as Ant Group) and Alipay.com Co., Ltd., dated September 23, 2019 |
4.20(12) |
Cross License Agreement by and between the Registrant and Ant Small and Micro Financial Services Group Co., Ltd. (currently known as Ant Group), dated September 23, 2019 |
4.21(14)† |
Third Amendment and Restatement Agreement, dated May 16, 2023, in respect of a US$4,000,000,000 Facility Agreement dated March 9, 2016
|
4.22(14)† |
Second Amendment and Restatement Agreement, dated May 16, 2023, in respect of a US$6,500,000,000 Facility Agreement dated April 7, 2017
|
4.23(6)† |
Second Amendment and Restatement Agreement, dated January 4, 2024, in respect of a HK$7,653,750,000 Facility Agreement, dated May 17, 2019, between Alibaba Group Services Limited, as Guarantor, and the other parties named therein
|
38
Table of Contents
Exhibit Number |
Description of Document |
8.1 |
List of Subsidiaries and Consolidated Entities of the Registrant |
11.1(3) |
Code of Ethics of the Registrant |
11.2(6) |
Insider Trading Policy |
12.1 |
Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
12.2 |
Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 |
13.1(15) |
Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 |
13.2(15) |
Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 |
15.1 |
Consent of PricewaterhouseCoopers Zhong Tian LLP — Independent Registered Public Accounting Firm |
15.2 |
Consent of PricewaterhouseCoopers — Independent Registered Public Accounting Firm |
15.3 |
Consent of Fangda Partners |
15.4 |
Consent of Maples and Calder (Hong Kong) LLP |
15.5(16) |
Hong Kong Annual Report for Fiscal Year 2025 in English (adjusted version) |
97.1(6) |
Incentive Compensation Clawback Policy |
101.INS |
Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
101.SCH |
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
Cover Page formatted as Inline XBRL and contained in Exhibit 101 |
39
Table of Contents
† Portions of this exhibit have been omitted in accordance with Form 20-F's Instructions as to Exhibits.
40
Table of Contents
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20‑F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
Alibaba Group Holding Limited |
||
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By: |
/s/ Eddie Yongming WU |
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Name: |
Eddie Yongming WU |
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Title: |
Chief Executive Officer |
Date: June 26, 2025
Table of Contents
ALIBABA GROUP HOLDING LIMITED
INDEX TO FINANCIAL STATEMENTS
|
Page |
Report of Independent Registered Public Accounting Firm for the Years Ended March 31, 2024 and 2025 (PCAOB ID |
F-2 |
Report of Independent Registered Public Accounting Firm for the Year Ended March 31, 2023 (PCAOB ID |
F-4 |
Consolidated Income Statements for the Years Ended March 31, 2023, 2024 and 2025 |
F-5 |
Consolidated Statements of Comprehensive Income for the Years Ended March 31, 2023, 2024 and 2025 |
F-6 |
Consolidated Balance Sheets as of March 31, 2024 and 2025 |
F-7 |
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended March 31, 2023, 2024 and 2025 |
F-9 |
Consolidated Statements of Cash Flows for the Years Ended March 31, 2023, 2024 and 2025 |
F-12 |
Notes to Consolidated Financial Statements |
F-15 |
iv15
F-1
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Alibaba Group Holding Limited
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Alibaba Group Holding Limited and its subsidiaries (the “Company”) as of March 31, 2025 and 2024, and the related consolidated income statements, consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for each of the two years in the period ended March 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2
Table of Contents
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Impairment assessment on goodwill relating to a reporting unit under Hujing Digital Media and Entertainment Group
As described in Note 2(y) and Note 17 to the consolidated financial statements, the Company’s goodwill allocated to reporting units under Hujing Digital Media and Entertainment Group as of March 31, 2025 was RMB8,031 million, most relating to one reporting unit. Goodwill is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. During the year ended March 31, 2025, management has performed the quantitative impairment test on goodwill relating to the reporting unit under Hujing Digital Media and Entertainment Group. No impairment charge was recognized on the goodwill relating to the reporting unit as a result of the impairment test. The fair value of the reporting unit was determined based on the discounted cash flow analysis using the assumptions including the future growth rates and the weighted average cost of capital.
The principal considerations for our determination that performing procedures relating to the impairment assessment on goodwill relating to a reporting unit under Hujing Digital Media and Entertainment Group is a critical audit matter are the significant judgment made and estimation used by management when determining the fair value of the reporting unit, which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the future growth rates and the weighted average cost of capital. In addition, the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s impairment assessment on goodwill relating to a reporting unit under Hujing Digital Media and Entertainment Group, including controls relating to fair value determination of the reporting unit. These procedures also included, among others, testing management’s process for determining the fair value of the reporting unit, which included (i) evaluating the appropriateness of the valuation method; (ii) testing the completeness, mathematical accuracy and relevance of the key underlying data used in the valuation; and (iii) evaluating the reasonableness of the significant assumptions related to the future growth rates and the weighted average cost of capital used in the valuation by considering (i) the past performance of the reporting unit; (ii) the weighted average cost of capital of comparable businesses; and (iii) the consistency with external market, economic and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the valuation method, and the reasonableness of the future growth rate for terminal value and the weighted average cost of capital used in the valuation.
/s/
June 26, 2025
We have served as the Company’s auditor since 2023.
F-3
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Alibaba Group Holding Limited
Opinion on the Financial Statements
We have audited the consolidated income statements, consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows of Alibaba Group Holding Limited and its subsidiaries (the “Company”) for the year ended March 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended March 31, 2023 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
July 21, 2023, except for Note 29 and the change in the composition of reportable segments as discussed in Note 5 and Note 28 to the consolidated financial statements, as to which the date is May 23, 2024, and except for the change in the presentation of segment information as discussed in Note 2(ai) and Note 28 to the consolidated financial statements, as to which the date is June 26, 2025
We served as the Company’s auditor from 1999 to 2023.
F-4
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED INCOME STATEMENTS
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Year ended March 31, |
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2023 |
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2024 |
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2025 |
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US$ |
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(Note 2(a)) |
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(in millions, except per share data) |
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Notes |
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Revenue |
5, 24 |
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Cost of revenue |
24 |
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( |
) |
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( |
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( |
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( |
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Product development expenses |
24 |
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( |
) |
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( |
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( |
) |
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( |
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Sales and marketing expenses |
24 |
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( |
) |
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( |
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( |
) |
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( |
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General and administrative expenses |
24 |
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( |
) |
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( |
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( |
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( |
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Amortization and impairment of |
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( |
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( |
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( |
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( |
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Impairment of goodwill |
17 |
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( |
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( |
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( |
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( |
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Other gains, net |
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Income from operations |
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Interest and investment income, net |
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( |
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( |
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Interest expense |
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( |
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( |
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( |
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( |
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Other income, net |
24 |
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Income before income tax and |
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Income tax expenses |
7 |
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( |
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( |
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( |
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( |
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Share of results of equity |
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( |
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( |
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Net income |
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Net loss attributable to |
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Net income attributable to |
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Accretion of mezzanine equity |
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( |
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( |
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( |
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( |
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Net income attributable to |
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Earnings per share attributable |
9 |
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Basic |
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Diluted |
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Earnings per ADS attributable to |
9 |
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Basic |
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Diluted |
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Weighted average number of |
9 |
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Basic |
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Diluted |
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The accompanying notes form an integral part of these consolidated financial statements.
F-5
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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Year ended March 31, |
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2023 |
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2024 |
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2025 |
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RMB |
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RMB |
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US$ |
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(Note 2(a)) |
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(in millions) |
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Net income |
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Other comprehensive income (loss): |
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- Foreign currency translation: |
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Change in unrealized gains (losses), net of tax |
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( |
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- Share of other comprehensive income of equity method investees: |
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Change in unrealized gains |
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- Interest rate swaps under hedge accounting and others: |
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Change in unrealized gains (losses) |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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Total comprehensive income |
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Total comprehensive loss attributable to noncontrolling interests |
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Total comprehensive income attributable to ordinary shareholders |
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The accompanying notes form an integral part of these consolidated financial statements.
F-6
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS
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As of March 31, |
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2024 |
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2025 |
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RMB |
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RMB |
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US$ |
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(Note 2(a)) |
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(in millions) |
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Notes |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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2(p) |
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Short-term investments |
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2(q) |
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Restricted cash and escrow receivables |
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10 |
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Equity securities and other investments |
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11 |
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Prepayments, receivables and other assets |
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13 |
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Total current assets |
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Equity securities and other investments |
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11 |
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Prepayments, receivables and other assets |
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13 |
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Investments in equity method investees |
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14 |
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Property and equipment, net |
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15 |
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Intangible assets, net |
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16 |
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Goodwill |
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17 |
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Total assets |
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Liabilities, mezzanine equity and shareholders’ equity |
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Current liabilities: |
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Current bank borrowings |
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|
21 |
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Current unsecured senior notes |
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22 |
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|
|||
Income tax payable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accrued expenses, accounts payable and other liabilities |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|||
Merchant deposits |
|
2(ac) |
|
|
|
|
|
|
|
|
|
|
||||
Deferred revenue and customer advances |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|||
Total current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred revenue |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|||
Deferred tax liabilities |
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|||
Non-current bank borrowings |
|
|
21 |
|
|
|
|
|
|
|
|
|
|
|||
Non-current unsecured senior notes |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|||
Non-current convertible unsecured senior notes |
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|||
Other liabilities |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|||
Total liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes form an integral part of these consolidated financial statements.
F-7
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED BALANCE SHEETS (CONTINUED)
|
|
|
|
As of March 31, |
|
|||||||||
|
|
|
|
2024 |
|
|
2025 |
|
||||||
|
|
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
|||
|
|
|
|
|
|
|
|
|
|
(Note 2(a)) |
|
|||
|
|
|
|
(in millions) |
|
|||||||||
|
|
Notes |
|
|
|
|
|
|
|
|
|
|||
|
26, 27 |
|
|
|
|
|
|
|
|
|
||||
Mezzanine equity |
|
|
|
|
|
|
|
|
|
|
|
|||
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|||
Ordinary shares, US$ |
|
|
|
|
|
|
|
|
|
|
|
|||
Additional paid-in capital |
|
|
|
|
|
|
|
|
|
|
|
|||
Treasury shares, at cost |
|
2(af) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Statutory reserves |
|
2(ag) |
|
|
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|||
Cumulative translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|||
Unrealized (losses) gains on interest rate swaps and others |
|
|
|
|
( |
) |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
|
|
|
|
|
|||
Total shareholders’ equity |
|
|
|
|
|
|
|
|
|
|
|
|||
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|||
Total equity |
|
|
|
|
|
|
|
|
|
|
|
|||
Total liabilities, mezzanine equity and equity |
|
|
|
|
|
|
|
|
|
|
|
|||
The accompanying notes form an integral part of these consolidated financial statements.
F-8
Table of Contents
ALIBABA GROUP HOLDING LIMITED
|
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|
|
|
|
|
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|
|
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|
|
|
|
|
|
|
Accumulated other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gains (losses) on |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
interest |
|
|
|
|
|
Total |
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
paid-in |
|
|
Treasury |
|
|
Subscription |
|
|
Statutory |
|
|
translation |
|
|
rate swaps |
|
|
Retained |
|
|
shareholders’ |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
|
|
Share |
|
|
Amount |
|
|
capital |
|
|
shares |
|
|
receivables |
|
|
reserves |
|
|
adjustments |
|
|
and others |
|
|
earnings |
|
|
equity |
|
|
interests |
|
|
equity |
|
||||||||||||
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||||||||
|
|
(in millions, except per share data) |
|
|||||||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2022 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share of additional paid-in capital and other |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
||||||||||
Change in fair value of interest rate swaps |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||||||||
Net income for the year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||||||
Acquisition of subsidiaries |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||||||||
Issuance of shares, including vesting of RSUs |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||||||
Repurchase and retirement of ordinary shares |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||||
Transactions with noncontrolling interests |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|||||||||
Amortization of compensation cost |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity-settled donation |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||||||
Appropriation to statutory reserves |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|||||||||
Others |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||||||
Balance as of March 31, 2023 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The accompanying notes form an integral part of these consolidated financial statements.
F-9
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gains (losses) on |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
interest |
|
|
|
|
|
Total |
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
paid-in |
|
|
Treasury |
|
|
Subscription |
|
|
Statutory |
|
|
translation |
|
|
rate swaps |
|
|
Retained |
|
|
shareholders’ |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||||||||
|
|
Share |
|
|
Amount |
|
|
capital |
|
|
shares |
|
|
receivables |
|
|
reserves |
|
|
adjustments |
|
|
and others |
|
|
earnings |
|
|
equity |
|
|
interests |
|
|
equity |
|
||||||||||||
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||||||||||
|
|
(in millions, except per share data) |
|
|||||||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2023 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment, |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Share of additional paid-in capital and other |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||||
Change in fair value of interest rate swaps |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||||||||
Net income for the year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||||||||
Acquisition of subsidiaries |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|||||||||||
Deconsolidation of subsidiaries |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||||||||
Issuance of shares, including vesting of RSUs |
|
|
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||||||
Repurchase and retirement of ordinary shares |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|||||||
Transactions with noncontrolling interests |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||||||
Amortization of compensation cost |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||||||||||
Declaration of dividends |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||||||||
Appropriation to statutory reserves |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
|||||||||
Others |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||||||
Balance as of March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The accompanying notes form an integral part of these consolidated financial statements.
F-10
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (CONTINUED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
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|
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gains (losses) on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
Cumulative |
|
|
interest |
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
paid-in |
|
|
Treasury |
|
|
Statutory |
|
|
translation |
|
|
rate swaps |
|
|
Retained |
|
|
shareholders’ |
|
|
Noncontrolling |
|
|
Total |
|
||||||||||||||
|
|
Share |
|
|
Amount |
|
|
capital |
|
|
shares |
|
|
reserves |
|
|
adjustments |
|
|
and others |
|
|
earnings |
|
|
equity |
|
|
interests |
|
|
equity |
|
|||||||||||
|
|
|
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||||||||||
|
|
(in millions, except per share data) |
|
|||||||||||||||||||||||||||||||||||||||||
Balance as of April 1, 2024 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Foreign currency translation adjustment, net of tax |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||||||||
Share of additional paid-in capital and other |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||||
Change in fair value of interest rate swaps |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|
— |
|
|
|
|
|||||||||||
Net investment hedges |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
||||||
Net income for the year |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||||||||
Acquisition of subsidiaries |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||||||||||
Deconsolidation of subsidiaries |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
||||||||
Issuance of shares, including vesting of RSUs |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
|
|
||||||||||
Repurchase and retirement of ordinary shares |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
|
( |
) |
|||||
Transactions with noncontrolling interests |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||||||
Amortization of compensation cost |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||||||||
Declaration of dividends |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||||||
Capped call transactions |
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
( |
) |
|
— |
|
|
|
( |
) |
||||||||
Appropriation to statutory reserves |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
— |
|
|
|
— |
|
||||||||
Others |
|
— |
|
|
— |
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|||||||||
Balance as of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
The accompanying notes form an integral part of these consolidated financial statements.
F-11
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Year ended March 31, |
|
|||||||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
(Note 2(a)) |
|
||||
|
|
(in millions) |
|
|||||||||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments to reconcile net income to net cash provided by |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revaluation gain on previously held equity interest |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Loss on disposals of equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss (Gain) related to equity securities and other investments |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Change in fair value of other assets and liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
(Gain) Loss on disposals of subsidiaries |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Depreciation and impairment of property and equipment, and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets and licensed copyrights |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-settled share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-settled donation expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of equity securities and other investments |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of goodwill, intangible assets and licensed copyrights |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on disposals of property and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of results of equity method investees |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Allowance for doubtful accounts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in assets and liabilities, net of effects of acquisitions and |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Prepayments, receivables and other assets, and long-term |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Income tax payable |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Accrued expenses, accounts payable and other liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Merchant deposits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Deferred revenue and customer advances |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Increase) Decrease in short-term investments, net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Increase in other treasury investments, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Settlement of forward exchange contracts, net |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Acquisitions of equity securities and other investments, and |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Disposals of equity securities and other investments, and other assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisitions of equity method investees |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Disposals of and distributions from equity method investees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisitions of: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land use rights, property and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Intangible assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Disposals of property and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash (paid) received for business combinations, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Deconsolidation and disposal of subsidiaries, net of cash proceeds |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Loans to employees, net of repayments |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
The accompanying notes form an integral part of these consolidated financial statements.
F-12
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
|
|
Year ended March 31, |
|
|||||||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
US$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
(Note 2(a)) |
|
||||
|
|
(in millions) |
|
|||||||||||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Issuance of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repurchase of ordinary shares |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividend distribution |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from convertible unsecured senior notes, net of debt |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Payments for capped call transactions |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Acquisition of additional equity interests in non-wholly owned |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends paid by non-wholly owned subsidiaries to |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Contingent consideration payments made after a business |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Capital injection from noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from bank borrowings and other borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repayment of bank borrowings |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Proceeds from unsecured senior notes, net of debt issuance cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Repayment of unsecured senior notes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents, |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Increase (Decrease) in cash and cash equivalents, restricted cash |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Cash and cash equivalents, restricted cash and escrow |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents, restricted cash and escrow |
|
|
|
|
|
|
|
|
|
|
|
|
||||
The accompanying notes form an integral part of these consolidated financial statements.
F-13
Table of Contents
ALIBABA GROUP HOLDING LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
Supplemental disclosures of cash flow information:
Payment of income tax
Income tax paid was RMB
Payment of interest
Interest paid was RMB
Business combinations
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Cash paid for business combinations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash acquired in business combinations |
|
|
|
|
|
|
|
|
|
|||
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
The accompanying notes form an integral part of these consolidated financial statements.
F-14
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Alibaba Group Holding Limited (the “Company”) is a limited liability company, which was incorporated in the Cayman Islands on June 28, 1999. The Company is a holding company and conducts its businesses primarily through its subsidiaries. In these consolidated financial statements, where appropriate, the term “Company” also refers to its subsidiaries as a whole. The Company provides the technology infrastructure and marketing reach to help merchants, brands, retailers and other businesses to leverage the power of new technology to engage with their users and customers and operate in a more efficient way.
The Company’s businesses comprise Taobao and Tmall Group, Alibaba International Digital Commerce Group, Cloud Intelligence Group, Cainiao Smart Logistics Network Limited, Local Services Group, Hujing Digital Media and Entertainment Group (formerly known as Digital Media and Entertainment Group) and All others. An ecosystem has developed around the Company’s platforms and businesses that consists of consumers, merchants, brands, retailers, third-party service providers, strategic alliance partners and other businesses.
Taobao and Tmall Group is comprised of (i) China commerce retail business and (ii) China commerce wholesale business. China commerce retail business mainly consists of Taobao and Tmall, the Company’s digital retail business in China, Tmall Supermarket, Tmall Global, as well as Xianyu, a consumer-to-consumer community and marketplace for idle goods in China. China commerce wholesale business mainly includes 1688.com, an integrated domestic wholesale marketplace in China.
Alibaba International Digital Commerce Group is comprised of (i) International commerce retail business and (ii) International commerce wholesale business. International commerce retail business mainly includes AliExpress, a global e-commerce platform, Trendyol, an e-commerce platform in Türkiye, Lazada, an e-commerce platform in Southeast Asia, and Daraz, an e-commerce platform across South Asia with key markets in Pakistan and Bangladesh. International commerce wholesale business mainly includes Alibaba.com, an integrated international online wholesale marketplace.
Cloud Intelligence Group offers a comprehensive suite of cloud services based on a three-tiered architecture of infrastructure-as-a-service (IaaS), platform-as-a-service (PaaS) and model-as-a-service (MaaS) to customers worldwide.
Cainiao Smart Logistics Network Limited (“Cainiao”) has established a smart logistics network, with end-to-end logistics capabilities, on a global scale. Cainiao controls the key nodes of the logistics network to ensure service quality, efficiency and reliability, while leveraging trusted partners' capabilities to drive scalability and capital efficiency. Cainiao provides a wide array of innovative logistics solutions in China and around the world, serving both the Company's e-commerce businesses as well as third parties.
Local Services Group is comprised of Ele.me, a local services and on-demand delivery platform in China, and Amap, the provider of mobile digital map, navigation and real-time traffic information in China.
Hujing Digital Media and Entertainment Group is comprised of Youku, an online long-form video platform in China, and Damai Entertainment (formerly known as Alibaba Pictures), which provides content production, promotion and distribution, performance and event ticketing management, IP-related licensing and operations, cinema ticketing management and Internet data services for the entertainment industry.
All other businesses include Freshippo, Alibaba Health, Lingxi Games, Intelligent Information Platform (which mainly consists of UCWeb and Quark businesses), Fliggy, DingTalk, Sun Art, Intime and other businesses. As of March 31, 2025, the sale of Sun Art was completed and the sale of Intime was substantially completed. Details of the disposals are set out in Note 4(b) and Note 4(c) respectively.
F-15
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Translations of balances in the consolidated balance sheet, consolidated income statement, consolidated statement of comprehensive income and consolidated statement of cash flows from RMB into the US$ as of and for the year ended March 31, 2025 are solely for the convenience of the readers and are calculated at the rate of US$1.00=RMB
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the PRC-registered entities directly or indirectly owned by the Company (“WFOEs”) and variable interest entities (“VIEs”) over which the Company is the primary beneficiary for accounting purposes only. All transactions and balances among the Company, its subsidiaries and the VIEs have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders. A VIE is required to be consolidated by the primary beneficiary of the entity if the equity holders in the entity do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.
Due to legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include the operations of Internet content providers, the Company operates its Internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC through various contractual arrangements with PRC domestic companies that are incorporated in the PRC and owned by PRC citizens or by PRC entities owned and/or controlled by PRC citizens. Specifically, these representative PRC domestic companies are Zhejiang Taobao Network Co., Ltd., Zhejiang Tmall Network Co., Ltd., Shanghai Rajax Information Technology Co., Ltd., Alibaba Cloud Computing Ltd. and Hujing Culture Entertainment Co., Ltd. (formerly known as Alibaba Culture Entertainment Co., Ltd.). The registered capital of these PRC domestic companies was funded by the Company through loans extended to the equity holders of these PRC domestic companies.
The Company has entered into certain exclusive services agreements with these PRC domestic companies, which entitle it to receive substantially all of the profits of the PRC domestic companies. In addition, the Company has entered into certain agreements with the equity holders of these PRC domestic companies, including loan agreements that require them to contribute registered capital to those PRC domestic companies, exclusive call option agreements to acquire the equity interests in these companies when permitted by the PRC laws, rules and regulations, equity pledge agreements of the equity interests held by those equity holders, and proxy agreements that irrevocably authorize individuals designated by the Company to exercise the equity owner’s rights over these PRC domestic companies.
F-16
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Details of the typical structure of the Company’s representative VIEs are set forth below:
Loan agreements
Pursuant to the relevant loan agreements, the respective WFOEs have granted loans to the equity holders of the VIEs, which may only be used for the purpose of its business operation activities agreed by the WFOEs or the acquisition of the relevant VIEs. The WFOEs may require acceleration of repayment at their absolute discretion. When the equity holders of the VIEs make early repayment of the outstanding amount, the WFOEs or a third-party designated by the WFOEs may purchase the equity interests in the VIEs at a price equal to the outstanding amount of the loan, subject to any applicable PRC laws, rules and regulations. The equity holders of the VIEs undertake not to enter into any prohibited transactions in relation to the VIEs, including the transfer of any business, material assets or equity interests in the VIEs to any third party.
Exclusive call option agreements
The equity holders of the VIEs have granted the WFOEs exclusive call options to purchase their equity interest in the VIEs at an exercise price equal to the higher of (i) the paid-in registered capital in the VIEs; and (ii) the minimum price as permitted by applicable PRC laws. Each relevant VIE has further granted the relevant WFOE an exclusive call option to purchase its assets at an exercise price equal to the book value of the assets or the minimum price as permitted by applicable PRC laws, whichever is higher. Certain VIEs and their equity holders will also jointly grant the WFOEs (A) exclusive call options to request the VIEs to decrease their registered capital at an exercise price equal to the higher of (i) the paid-in registered capital in the VIEs and (ii) the minimum price as permitted by applicable PRC laws (the “Capital Decrease Price”), and (B) exclusive call options to subscribe for any increased capital of the VIEs at a price equal to the Capital Decrease Price, or the sum of the Capital Decrease Price and the unpaid registered capital, if applicable, as of the capital decrease. The WFOEs may nominate another entity or individual to purchase the equity interest or assets, or to subscribe for the increased capital, if applicable, under the call options. Execution of each call option shall not violate the applicable PRC laws, rules and regulations. Each equity holder of the VIE has agreed that the following amounts, to the extent in excess of the original registered capital that they contributed to the VIE (after deduction of relevant tax expenses), belong to and shall be paid to the WFOEs: (i) proceeds from the transfer of its equity interests in the VIE, (ii) proceeds received in connection with a capital decrease in the VIE, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIE upon termination or liquidation. Moreover, any profits, distributions or dividends (after deduction of relevant tax expenses) received by the VIEs also belong to and shall be paid to the WFOEs. The exclusive call option agreements remain in effect until the equity interest or assets that are the subject of these agreements are transferred to the WFOEs.
Proxy agreements
Pursuant to the relevant proxy agreements, the equity holders of the VIEs irrevocably authorize any person designated by the WFOEs to exercise their rights of the equity holders of the VIEs, including without limitation the right to vote and appoint directors.
Equity pledge agreements
Pursuant to the relevant equity pledge agreements, the equity holders of the VIEs have pledged all of their interests in the equity of the VIEs as a continuing first priority security interest in favor of the corresponding WFOEs to secure the outstanding amounts advanced under the relevant loan agreements described above and to secure the performance of obligations by the VIEs and/or the equity holders under the other structure contracts. Each WFOE is entitled to exercise its right to dispose of the pledged interests in the equity of the VIE held by the equity holders and has priority in receiving payment by the application of proceeds from the auction or sale of the pledged interests, in the event of any breach or default under the loan agreement or other structure contracts, if applicable. These equity pledge agreements remain in force until the later of (i) the full performance of the contractual arrangements by the relevant parties, and (ii) the full repayment of the loans made to the equity holders of the VIEs.
F-17
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Exclusive services agreements
Each relevant VIE has entered into an exclusive services agreement with the respective WFOE, pursuant to which the relevant WFOE provides exclusive services to the VIE. In exchange, the VIE pays a service fee to the WFOE, the amount of which shall be determined, to the extent permitted by applicable PRC laws as proposed by the WFOE, resulting in a transfer of substantially all of the profits from the VIE to the WFOE.
Other arrangements
The exclusive call option agreements described above also entitle the WFOEs to all profits, distributions or dividends (after deduction of relevant tax expenses) to be received by the equity holder of the VIEs, and the following amounts, to the extent in excess of the original registered capital that they contributed to the VIEs (after deduction of relevant tax expenses) to be received by each equity holder of the VIEs: (i) proceeds from the transfer of its equity interests in the VIEs, (ii) proceeds received in connection with a capital decrease in the VIEs, and (iii) distributions or liquidation residuals from the disposal of its equity interests in the VIEs upon termination or liquidation.
Based on these contractual agreements, the Company believes that the PRC domestic companies as described above should be considered as VIEs because the equity holders do not have significant equity at risk nor do they have the characteristics of a controlling financial interest. Given that the Company is the primary beneficiary of these PRC domestic companies, the Company believes that these VIEs should be consolidated based on the structure as described above.
The following financial information of the consolidated VIEs and their subsidiaries was recorded in the accompanying consolidated financial statements:
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F-18
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
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The VIEs did not have any material related party transactions except for the related party transactions which are disclosed in Note 24 or elsewhere in these consolidated financial statements, and those transactions with other subsidiaries that are not VIEs, which were eliminated upon consolidation.
Under the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs and can have assets transferred out of the VIEs under its control. Therefore, the Company considers that there is no asset in any of the VIEs that can be used only to settle obligations of the VIEs, except for registered capital and PRC statutory reserves. As all VIEs are incorporated as limited liability companies under the Company Law of the corresponding jurisdictions, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the VIEs.
Currently, there is no contractual arrangement which requires the Company to provide additional financial support to the VIEs. However, as the Company conducts its businesses primarily based on the licenses and approvals held by its VIEs, the Company has provided and will continue to provide financial support to the VIEs considering the business requirements of the VIEs as well as the Company’s own business objectives in the future.
Unrecognized revenue-producing assets held by the VIEs include certain Internet content provision and other licenses, domain names and trademarks. The Internet content provision and other licenses are required under relevant PRC laws, rules and regulations for the operation of Internet businesses in the PRC, and therefore are integral to the Company’s operations. The Internet content provision licenses require that core PRC trademark registrations and domain names are held by the VIEs that provide the relevant services.
The Company accounts for its business combinations using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC 805”) “Business Combinations.” The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Subsequent to the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any further adjustments are recorded in the consolidated income statements.
In a business combination achieved in stages, the Company remeasures the previously held equity interest in the acquiree immediately before obtaining control at its acquisition date fair value and the remeasurement gain or loss, if any, is recognized in the consolidated income statements.
F-19
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
When there is a change in ownership interests or a change in contractual arrangements that results in a loss of control of a subsidiary, the Company deconsolidates the subsidiary from the date control is lost. Any retained noncontrolling investment in the former subsidiary is measured at fair value and is included in the calculation of the gain or loss upon deconsolidation of the subsidiary.
For the Company’s non-wholly owned subsidiaries, a noncontrolling interest is recognized to reflect the portion of equity that is not attributable, directly or indirectly, to the Company. When the noncontrolling interest is contingently redeemable upon the occurrence of a conditional event, which is not solely within the control of the Company, the noncontrolling interest is classified as mezzanine equity. The Company accretes changes in the redemption value over the period from the date that it becomes probable that the mezzanine equity will become redeemable to the earliest redemption date using the effective interest method. Consolidated net income in the consolidated income statements includes net income or loss attributable to noncontrolling interests and mezzanine equity holders when applicable.
Net income attributable to mezzanine equity holders is included in net loss attributable to noncontrolling interests in the consolidated income statements, while it is excluded from the consolidated statements of changes in shareholders’ equity. During the years ended March 31, 2023, 2024 and 2025, net income attributable to mezzanine equity holders amounted to RMB
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker (the “CODM”), which is comprised of the Company’s Chief Executive Officer and Chief Financial Officer. Prior to the year ended March 31, 2024, the Company had
The functional currency of the Company is US$. The Company’s subsidiaries with operations in Chinese mainland, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), the United States and other jurisdictions generally use their respective local currencies as their functional currencies. When the Company determines that a subsidiary is operating in a highly inflationary economy, the financial statements of this subsidiary shall be remeasured prospectively as if the functional currency were the functional currency of its immediate parent company. The reporting currency of the Company is RMB as the major operations of the Company are within the PRC. The financial statements of the Company’s subsidiaries, other than the subsidiaries with the functional currency of RMB, are translated into RMB using the exchange rate as of the balance sheet date for assets and liabilities and the average daily exchange rate for each month for income and expense items. Translation gains and losses, including those arising from intra-entity foreign currency transactions that are of a long-term-investment nature, are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.
In the financial statements of the Company’s subsidiaries, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the consolidated income statements during the year in which they occur.
F-20
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Revenue is principally generated from customer management services, membership fees and value-added services, logistics services, cloud services, sales of goods and other revenue. Revenue represents the amount of consideration the Company is entitled to upon the transfer of promised goods or services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC 606 “Revenue from Contracts with Customers,” the Company recognizes revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, the Company also considers the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership and (v) acceptance of the good or service. For performance obligations satisfied over time, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of a performance obligation.
For revenue arrangements with multiple distinct performance obligations, each distinct performance obligation is separately accounted for and the total consideration is allocated to each performance obligation based on the relative standalone selling price at contract inception.
The Company evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on a gross or net basis. The Company is acting as the principal if it obtains control over the goods and services before they are transferred to customers. Generally, when the Company is primarily obligated in a transaction, is subject to inventory risk, has latitude in establishing prices, or has several but not all of these indicators, the Company acts as the principal and revenue is recorded on a gross basis. Generally, when the Company is not primarily obligated in a transaction, does not bear the inventory risk and does not have the ability to establish the price, the Company acts as the agent and revenue is recorded on a net basis.
The Company may from time to time provide incentives in various forms to attract or retain consumers. Under the circumstances where consumers are not considered as customers under ASC 606, the Company evaluates the features of different incentives provided to consumers to determine whether they represent implicit or explicit obligations to consumers on behalf of merchants, which are considered as payments to customers and are recorded as reduction of revenues. Incentives that are not considered as payments to customers are recorded as sales and marketing expenses.
When services are exchanged or swapped for other services, revenue is recognized based on the estimated standalone selling price of services promised to customer if the fair value of the services received cannot be reasonably estimated. The amount of revenue recognized for barter transactions was not material for each of the periods presented.
Practical expedients and exemptions
The Company applies the to not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less and contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.
The Company applies the to not adjust any of the transaction price for the time value of money for contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer is within one year.
F-21
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Revenue recognition policies by type are as follows:
The Company generates customer management revenue from merchants by offering an integrated package and a comprehensive solution comprised of a diverse array of services to enable them to attract, engage and retain consumers, complete transactions, improve their branding and enhance operating efficiency. The customer management revenue are charged primarily on cost-per-click basis, cost-per-thousand impressions basis, time basis and cost-per-sale basis (e.g., fees charged based on the value of merchandise transacted, including commission on transactions).
Cost-per-click ("CPC") marketing and software services
CPC marketing and software services allow merchants to bid for keywords or bid to market to groups of consumers with similar profiles that match product or service listings appearing in search results or browser results on the Company’s marketplaces. In general, merchants prepay for CPC marketing and software services and the related revenue is recognized when a user clicks their product or service listings as this is the point of time when the merchants benefit from the marketing and software services rendered.
Cost-per-thousand impressions ("CPM") and time-based marketing services
CPM and time-based marketing services allow merchants to place marketing content on the Company’s marketplaces, at fixed prices or prices established by a market-based bidding system and in particular formats. In general, merchants need to prepay for CPM and time-based marketing services which are accounted for as customer advances and revenue is recognized either ratably over the period in which the marketing content is displayed as the merchants simultaneously consume the benefits as the marketing content is displayed or when an marketing content is viewed by users, depending on the type of marketing services selected by the merchants.
Cost-per-sale ("CPS") marketing and software services
The Company charges fees from merchants for transactions completed on Taobao, Tmall and certain other major marketplaces of the Company. The fees are generally determined as a percentage based on the value of merchandise sold by the merchants. Merchant deposits that are expected to be non-refundable is accounted for as variable consideration (Note 2(ac)), which is estimated at contract inception and updated at the end of each reporting period if additional information becomes available. Revenue related to CPS marketing and software services is recognized in the consolidated income statements based on the expected value when the performance obligation is satisfied. Adjustments to the estimated variable consideration related to prior reporting periods were not material for each of the periods presented.
The Company also places marketing content through the third-party marketing affiliate program. Revenue generated on the Company’s marketplaces or through the third-party marketing affiliate program are recorded on a gross basis when the Company is the principal to the merchants in the arrangements. For third-party marketing affiliates with whom the Company has an arrangement to share the revenue, traffic acquisition cost is also recognized at the same time if the marketing content on the landing page clicked by the users is from merchants participating in the third-party marketing affiliate program.
F-22
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company earns membership fees revenue from wholesale sellers in respect of the sale of membership packages and subscriptions that allow them to host premium storefronts on the Company’s wholesale marketplaces, as well as the provision of other value-added services, and from customers in respect of the sale of membership packages which allow them to access premium content on Youku’s paid content platforms. These service fees are paid in advance for a specific contracted service period. All these fees are initially deferred as deferred revenue and customer advances when received and revenue is recognized ratably over the term of the respective service contracts as the services are provided.
The Company earns logistics services revenue from express delivery services, supply chain services, on-demand delivery services and other logistics services. Revenue is recognized over time when the logistics services are provided.
The Company earns cloud services revenue from the provision of public cloud services and non-public cloud services to domestic and international enterprise customers:
Revenue from the sales of goods, which is mainly generated from direct sales businesses, is recognized when the control over the promised goods is transferred to customers. Receipts of fees in respect of all other incidental goods or services provided by the Company that are distinct performance obligations are recognized when the control of the underlying goods or services is transferred to the customers. The amounts relating to these incidental services are not material to the Company’s total revenue for each of the periods presented.
Cost of revenue consists primarily of cost of inventories, logistics costs, expenses associated with the operation of the Company’s mobile platforms and websites (such as depreciation and maintenance expenses for servers and computers, call centers and other equipment, and bandwidth and co-location fees), staff costs and share-based compensation expense, traffic acquisition costs, content costs, payment processing fees and other related incidental expenses that are directly attributable to the Company’s principal operations.
F-23
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Product development expenses consist primarily of staff costs and share-based compensation expense for research and development personnel and other expenses that are directly attributable to the development of new technologies and products for the businesses of the Company, such as the development of the technology and Internet infrastructure, applications, operating systems, software, databases and networks.
The Company expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing websites or the development of software, website and mobile app content. Costs incurred in the development phase are capitalized and amortized over the estimated product life.
Sales and marketing expenses consist primarily of online and offline advertising expenses, promotion expenses, staff costs and share-based compensation expense, sales commissions and other related incidental expenses that are incurred directly to attract or retain consumers and merchants.
The Company expenses the costs of producing advertisements at the time production occurs, and expenses the costs of delivering advertisements in the period in which the advertising space or airtime is used. Advertising and promotional expenses totaled RMB
Share-based awards granted are measured at fair value on grant date and the value is recognized as share-based compensation expense (i) immediately at the grant date if no vesting conditions are required, or (ii) using the accelerated attribution method, net of estimated forfeitures, over the requisite service period. The fair values of restricted share units (“RSUs”) and restricted shares are determined with reference to the fair value of the underlying shares and the fair value of share options is generally determined using the Black-Scholes valuation model. Share-based compensation expense, when recognized, is charged to the consolidated income statements with the corresponding entry to additional paid-in capital, liability or noncontrolling interests as disclosed in Note 2(d).
On each measurement date, the Company reviews internal and external sources of information to assist in the estimation of various attributes to determine the fair value of the share-based awards, including the fair value of the underlying shares, expected life and expected volatility. The Company recognizes the impact of any revisions to the original forfeiture rate assumptions in the consolidated income statements, with a corresponding adjustment to equity or liability.
The Company’s subsidiaries in the PRC participate in a government-mandated multi-employer defined contribution plan, which provides housing, pension, medical, maternity, work-related injury and unemployment benefits, as well as other welfare benefits to employees. The relevant labor regulations require the Company’s subsidiaries in the PRC to make monthly contributions to the local labor and social security authorities based on the applicable benchmarks and rates stipulated by the local government. The relevant local labor and social security authorities are responsible for meeting all retirement benefits obligations and the Company’s subsidiaries in the PRC have no further commitments beyond their monthly contributions. The contributions to the plan are expensed as incurred and not reduced by contributions forfeited by those employees who leave the plans prior to vesting fully in the contributions. The Company also makes payments to other defined contribution plans and defined benefit plans for the benefit of employees employed by subsidiaries outside of the PRC.
During the years ended March 31, 2023, 2024 and 2025, contributions to the plans amounting to RMB
F-24
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company accounts for income taxes using the liability method, under which deferred income tax is recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax of a change in tax rates is recognized as income or expense in the period that includes the enactment date. Valuation allowance is provided on deferred tax assets to the extent that it is more likely than not that the asset will not be realizable in the foreseeable future.
Deferred tax is recognized on the undistributed earnings of subsidiaries, which are presumed to be distributed to parent companies, unless there is sufficient evidence that the subsidiaries have invested or will invest the undistributed earnings permanently in the domestic jurisdictions or the earnings will not be subject to tax upon the subsidiaries’ liquidation. Deferred tax is recognized for temporary differences in relation to certain investments in equity method investees, equity securities and other investments.
The Company adopts ASC 740 “Income Taxes” which prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures. The Company did not have significant unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit as of and for the years ended March 31, 2023, 2024 and 2025.
Government grants, which mainly represent amounts received from central and local governments in connection with the Company’s investments in local business districts and contributions to technology development, are recognized as income in other income, net or as a reduction of specific costs and expenses for which the grants are intended to compensate. Such amounts are recognized in the consolidated income statements upon receipt and when all conditions attached to the grants are fulfilled.
Government grants related to assets are recognized as a reduction of the carrying amount of the related asset when all conditions attached to the grants are fulfilled and are recognized in the consolidated income statements as a reduction of related depreciation or amortization expense over the estimated useful live of the related asset on a straight-line method.
The Company determines if an arrangement is a lease at inception. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no significant finance leases.
F-25
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company recognizes lease liabilities and corresponding right-of-use assets on the balance sheet for leases. Operating lease right-of-use assets are included in non-current prepayments, receivables and other assets (Note 13), and operating lease liabilities are included in current accrued expenses, accounts payable and other liabilities and other non-current liabilities (Note 19) on the consolidated balance sheets. Operating lease right-of-use assets and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease.
The Company elected to combine the lease and non-lease components for leases of certain asset classes such as shops and malls and equipment leases. Lease and non-lease components for leases of other asset classes are accounted for separately. The Company also elected not to recognize short-term leases with an initial lease term of twelve months or less.
The Company considers all short-term, highly liquid investments with an original maturity of three months or less, when purchased, to be cash equivalents. Cash and cash equivalents primarily represent bank deposits and fixed deposits with original maturities of less than three months.
Short-term investments consist primarily of investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management products, certificates of deposits, marketable debt securities and other investments that the Company has the intention to redeem within one year.
Accounts receivable represent the amounts that the Company has an unconditional right to consideration. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts which is estimated using the approach based on expected losses. The allowance for doubtful accounts were RMB
Inventories mainly consist of merchandise available for sale. They are accounted for using the weighted average cost method and stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
F-26
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Equity securities and other investments represent the Company’s investments in equity securities that are not accounted for under the equity method, as well as other investments which primarily consist of debt investments.
Equity securities not accounted for using the equity method are carried at fair value with unrealized gains and losses recorded in the consolidated income statements, according to ASC 321 “Investments — Equity Securities”.
The Company elected to record a majority of equity investments in privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuer.
Equity investments in privately held companies accounted for using the measurement alternative are subject to periodic impairment reviews. The Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of these equity securities.
In computing realized gains and losses on equity securities, the Company determines cost based on amounts paid using the average cost method. Dividend income is recognized when the right to receive the payment is established.
Debt investments consist of investments in debt securities and loan investments which are accounted for at amortized cost or under the fair value option, which the Company has elected for certain investments including convertible and exchangeable bonds subscribed. The fair value option permits the irrevocable election on an instrument-by-instrument basis at initial recognition or upon an event that gives rise to a new basis of accounting for that instrument. The investments accounted for under the fair value option are carried at fair value with unrealized gains and losses recorded in the consolidated income statements. Interest income from debt investments is recognized using the effective interest method which is reviewed and adjusted periodically based on changes in estimated cash flows. Debt investments also include other treasury investments which mainly consist of investments in fixed deposits, certificates of deposits and marketable debt securities with original maturities over
The Company applies the equity method to account for equity investments in common stock or in-substance common stock, according to ASC 323 “Investments — Equity Method and Joint Ventures,” over which it has significant influence but does not own a controlling financial interest, unless the fair value option is elected for an investment.
An investment in in-substance common stock is an investment in an entity that has risk and reward characteristics that are substantially similar to that entity’s common stock. The Company considers subordination, risks and rewards of ownership and obligation to transfer value when determining whether an investment in an entity is substantially similar to an investment in that entity’s common stock.
F-27
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Under the equity method, the Company’s share of the post-acquisition profits or losses of the equity method investee is recognized in the consolidated income statements and its share of post-acquisition movements in accumulated other comprehensive income is recognized in other comprehensive income. The Company records its share of the results of the equity method investees on a one quarter in arrears basis. The excess of the carrying amount of the investment over the underlying equity in net assets of the equity method investee generally represents goodwill and intangible assets acquired. When the Company’s share of losses of the equity method investee equals or exceeds its interest in the equity method investee, the Company does not recognize further losses, unless the Company has incurred obligations or made payments or guarantees on behalf of the equity method investee.
The Company continually reviews its investments in equity method investees to determine whether a decline in fair value below the carrying value is other-than-temporary. The primary factors the Company considers in its determination include the severity and the length of time that the fair value of the investment is below its carrying value; the financial condition, the operating performance and the prospects of the equity method investee; the geographic region, market and industry in which the equity method investee operates; and other company specific information such as recent financing rounds completed by the equity method investee. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the investment in the equity method investee is written down to its fair value.
Property and equipment are stated at cost less accumulated depreciation and any impairment loss.
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Computer equipment and software |
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Furniture, office and transportation equipment and others |
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Buildings and other property |
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Property improvements |
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shorter of remaining lease period or estimated useful life |
Construction in progress represents buildings and related premises under construction, which is stated at actual construction cost less any impairment loss. Construction in progress is transferred to the respective category of property and equipment when completed and ready for its intended use.
Costs of repairs and maintenance are expensed as incurred and asset improvements are capitalized. The cost and related accumulated depreciation of assets disposed of or retired are removed from the accounts, and any resulting gain or loss is reflected in the consolidated income statements.
F-28
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Intangible assets mainly include those acquired through business combinations and purchased intangible assets. Intangible assets acquired through business combinations are recognized as assets separate from goodwill if they satisfy either the “contractual-legal” or “separability” criterion. Intangible assets arising from business combinations are measured at fair value upon acquisition using valuation techniques such as discounted cash flow analysis and ratio analysis with reference to comparable companies in similar industries under the income approach, market approach and cost approach. Major assumptions used in determining the fair value of these intangible assets include future growth rates and weighted average cost of capital. Purchased intangible assets are initially recognized and measured at cost upon acquisition.
User base and customer relationships |
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Trade names, trademarks and domain names |
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Developed technology and patents |
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Non-compete agreements |
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over the contracted term of up to |
Licensed copyrights related to titles to movies, television series, variety shows, animations and other video content acquired from external parties are carried at the lower of unamortized cost or fair value. The amortization period for the licensed content vary depending on the type of content, which typically ranges from
On a periodic basis, the Company evaluates the program usefulness of licensed copyrights pursuant to the guidance in ASC 920 “Entertainment — Broadcasters,” which provides that the rights be reported at the lower of unamortized cost or fair value. When there is a change in the expected usage of licensed copyrights, the Company estimates the fair value of licensed copyrights to determine if any impairment exists. The fair value of licensed copyrights is determined by estimating the expected cash flows from advertising and membership fees, less any costs and expenses, over the remaining useful lives of the licensed copyrights at the film-group level. Estimates that impact these cash flows include anticipated levels of demand for the Company’s advertising services and the expected selling prices of advertisements. For the years ended March 31, 2023, 2024 and 2025, impairment charges in connection with the copyrights of RMB
Goodwill represents the excess of the purchase consideration over the acquisition date amounts of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company’s acquisitions of interests in its subsidiaries. Goodwill is not amortized but is tested for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that it might be impaired. In accordance with ASC 350, the Company may first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. In the qualitative assessment, the Company considers factors such as macroeconomic conditions, industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations, business plans and strategies of the reporting unit. Based on the qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than the carrying amount, the quantitative impairment test is performed. The Company may also bypass the qualitative assessment and proceed directly to perform the quantitative impairment test.
F-29
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company performs the quantitative impairment test by comparing the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If the carrying amount of a reporting unit exceeds its fair value, the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized as impairment. Application of a goodwill impairment test requires significant management judgment, including the identification of reporting units, allocation of assets, liabilities and goodwill to reporting units, and determination of the fair value of each reporting unit.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to the future undiscounted net cash flows expected to be generated by the asset or asset group. If the assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets or asset groups exceeds the fair value of the assets or asset groups. Impairment of long-lived assets other than goodwill and licensed copyrights recognized for the years ended March 31, 2023, 2024 and 2025 was RMB
(aa) Derivatives and hedging
Contracts that meet the definition of a derivative are generally recognized on the consolidated balance sheets as either assets or liabilities and recorded at fair value. Changes in the fair value of derivative assets or liabilities are either recognized periodically in the consolidated income statements or in other comprehensive income depending on the use of the derivatives and whether they qualify for hedge accounting and are so designated as cash flow hedges, fair value hedges or net investment hedges. The capped call transactions in connection with the issuance of the convertible unsecured senior notes meet the scope exception for contracts in the entity’s own equity provided in ASC 815 “Derivatives and Hedging” and are recognized in shareholders’ equity.
To qualify for hedge accounting, the hedge relationship is designated and formally documented at inception, detailing the particular risk management objective and strategy for the hedge (which includes the item and risk that is being hedged), the hedging instrument that is being used and how hedge effectiveness is being assessed. A hedging instrument has to be effective in accomplishing the objective of offsetting changes in the risk being hedged. The effectiveness of the hedging relationship is evaluated on a prospective and retrospective basis using qualitative and quantitative measures of correlation. Qualitative methods may include comparison of critical terms of the hedging instrument to those of the hedged item due to the hedged risk. Quantitative methods include a comparison of the changes in the value or discounted cash flow of the hedging instrument to those of the hedged item due to the hedged risk. A hedging relationship is considered effective if the results of the hedging instrument are within a ratio of
Cash flow hedges
Interest rate swaps designated as hedging instruments to hedge against the cash flows attributable to recognized assets or liabilities or forecasted payments may qualify as cash flow hedges. The Company entered into interest rate swap contracts to swap floating interest payments related to certain borrowings for fixed interest payments to hedge the interest rate risk associated with certain forecasted payments and obligations. All changes in the fair value of interest rate swaps that are designated and qualify as cash flow hedges are recognized in accumulated other comprehensive income. Amounts in accumulated other comprehensive income are reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings.
The Company has elected the optional expedients under ASC 848 “Reference Rate Reform” for certain existing interest rate swaps that are designated as cash flow hedges in the hedging relationship designation and the assessment of probability of forecasted transaction and hedge effectiveness.
F-30
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
(aa) Derivatives and hedging (Continued)
Net investment hedges
During the year ended March 31, 2025, the Company uses cross currency swap (“CCS”) contracts and RMB denominated unsecured senior notes and borrowings to hedge the foreign currency risk associated with investments in net assets of certain PRC subsidiaries held by the Company which are designated as net investment hedges. The Company excludes the changes in the fair value of the CCS contracts attributable to changes other than those due to fluctuations in the spot exchange rate from the assessment of hedge effectiveness and the value of such excluded component is recognized in interest expenses in the consolidated income statement over the life of the hedging instrument under a systematic and rational method. Changes in the value of the hedging instruments due to fluctuations in the spot foreign currency exchange rates designated in net investment hedges are recognized in accumulated other comprehensive income to offset the cumulative translation adjustments relating to those subsidiaries. As of March 31, 2025, the losses recognized in accumulated other comprehensive income from changes in value of the CCS contracts and the non-derivative financial instruments designated as net investment hedges amounted to RMB
Amounts accumulated are reclassified from accumulated other comprehensive income and recognized in the consolidated income statements upon disposal of those subsidiaries. Once the hedge becomes ineffective, hedge accounting is discontinued prospectively. The estimated fair value of the derivatives is determined based on relevant market information. These estimates are calculated with reference to the market rates using industry standard valuation techniques.
(ab) Bank borrowings and unsecured senior notes
Bank borrowings and unsecured senior notes are recognized initially at fair value, net of upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees. Convertible unsecured senior notes are accounted for in its entirety as liabilities, and the embedded conversion feature is not required to be accounted for separately under ASC 815. Upfront fees, debt discounts or premiums, debt issuance costs and other incidental fees are recorded as a reduction of the proceeds received and the related accretion is recorded as interest expense in the consolidated income statements over the estimated term of the facilities using the effective interest method.
(ac) Merchant deposits
The Company collects deposits representing an annual upfront service fee from merchants on Tmall before the beginning of each calendar year. These deposits are initially recorded as a liability by the Company. The deposits are refundable to a merchant if the level of sales volume that is generated by that merchant on Tmall meets the target during the period. If the transaction volume target is not met at the end of each calendar year, the relevant deposits will become non-refundable. These merchant deposits are accounted for as variable consideration at an amount that is estimated at contract inception. The estimate is updated at the end of each reporting period and when there are changes in circumstances during the reporting period. Merchant deposits are recognized as revenue in the consolidated income statements when the likelihood of refund to the merchant is considered remote based on the patterns of sales volume generated by the merchant during the reporting period. Starting from September 1, 2024, the annual upfront service fee was cancelled and the merchant deposits would subsequently be refunded to merchants.
(ad) Deferred revenue and customer advances
Deferred revenue and customer advances generally represent cash received from customers that relate to goods or services to be provided in the future. Deferred revenue, mainly representing cloud services revenue, membership fees and customer management services revenue, is stated at the amount of service fees received less the amount previously recognized as revenue upon the provision of the respective services to customers.
F-31
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
(ae) Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for the contingencies are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated.
Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses these contingent liabilities, which inherently involves judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in legal proceedings, the Company, in consultation with its legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, the estimated liability would be accrued in the consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, or is probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of the reasonably possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
(af) Treasury shares
The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the treasury shares account on the consolidated balance sheets. At retirement of the treasury shares, the ordinary shares account is charged only for the aggregate par value of the shares. The excess of the acquisition cost of treasury shares over the aggregate par value is allocated between additional paid-in capital and retained earnings.
(ag) Statutory reserves
In accordance with the relevant regulations and their articles of association, subsidiaries of the Company incorporated in the PRC are required to allocate at least
(ah) Interest income
Interest income is recorded in the consolidated income statements as it accrues for the interest-earning assets using the effective interest method. During the years ended March 31, 2023, 2024 and 2025, interest income of RMB
(ai) Newly adopted accounting standard updates
In April 2022, the Company adopted Accounting Standards Update (“ASU”) 2020-06, “Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies an issuer’s accounting for certain convertible instruments and the application of derivatives scope exception for contracts in an entity’s own equity. This guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and required enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The adoption of this guidance did not have a material impact on the financial position, results of operations and cash flows.
F-32
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
(ai) Newly adopted accounting standard updates (Continued)
In April 2023, the Company adopted ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which provides guidance on the acquirer’s accounting for acquired revenue contracts with customers in a business combination. The amendments require an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination at the acquisition date in accordance with ASC 606 as if it had originated the contracts. This guidance also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and contract liabilities from revenue contracts in a business combination. The Company adopted this guidance prospectively and the adoption of this guidance did not have a material impact on the financial position, results of operations and cash flows.
In April 2023, the Company adopted ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which require a buyer in a supplier finance program disclose qualitative and quantitative information about the supplier finance program. Details of the key terms of the program, the outstanding obligations confirmed as valid and the roll forward of these obligations for the year ended March 31, 2025 are set out in Note 20.
In April 2024, the Company adopted ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. The amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The adoption of this guidance did not have a material impact on the financial position, results of operations and cash flows.
In April 2024, the Company adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements. The amendments require the disclosure of (1) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; (2) an amount for other segment items by reportable segment and a description of its composition; and (3) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s). The amendments also provide disclosure requirements for interim periods and entities that have a single reportable segment. Details of segment reporting are set out in Note 2(e) and Note 28.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which improves income tax disclosures. The amendments require the disclosure of specific categories in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The amendments also require disaggregated information about the amount of income taxes paid (net of refunds received), Income (or loss) from continuing operations before income tax expense (or benefit) and Income tax expense (or benefit) from continuing operations. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending March 31, 2026. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
In November 2024, the FASB issued ASU 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” and issued subsequent amendment within ASU 2025-01. The amendments require disaggregation disclosure for certain expense captions presented on the face of income statement, as well as additional disclosure about selling expenses. This guidance is effective for the Company for the year ending March 31, 2028 and interim reporting periods during the year ending March 31, 2029. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its disclosures.
F-33
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
In November 2024, the FASB issued ASU 2024-04, “Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments,” which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments also clarify some specific applications of induced conversion guidance and that the guidance applies to a convertible debt instrument that is not currently convertible as long as it had a substantive conversion feature as of both its issuance date and the date the inducement offer is accepted. The new guidance is required to be applied either prospectively or retrospectively. This guidance is effective for the Company for the year ending March 31, 2027. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
In May 2025, the FASB issued ASU 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity,” which requires an entity involved in an acquisition transaction effected primarily by exchanging equity interests when the legal acquiree is a VIE that meets the definition of a business to consider specific factors to determine the accounting acquirer and removes the requirement that the primary beneficiary always is the acquirer for certain transactions. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The amendments do not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance is required to be applied prospectively to any acquisition transaction that occurs after the initial application date. This guidance is effective for the Company for the year ending March 31, 2028. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance.
Acquisitions that constitute business combinations are summarized in the following table:
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Noncontrolling interests and mezzanine equity |
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Fair value of previously held equity interests |
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Purchase consideration settled |
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- cash consideration |
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F-34
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
In relation to the revaluation of previously held equity interests, the Company recognized
Pro forma results of operations for these acquisitions have not been presented because the effects of these acquisitions are not material to the consolidated income statements for the year ended March 31, 2023, 2024 and 2025, either individually or in aggregate.
In December 2024, the Company entered into a sale and purchase agreement to sell all of the equity interest in Sun Art held by the Company, representing approximately
The sale of Sun Art was completed in the year ended March 31, 2025 and a loss on disposal of RMB
In December 2024, the Company together with another minority shareholder agreed to sell
The sale of Intime was substantially completed as of March 31, 2025 and losses arising from the disposal of RMB
Moonshot is an artificial intelligence company in the PRC. During the year ended March 31, 2024, the Company invested a total of approximately US$
F-35
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Ant Group provides comprehensive digital payment services and facilitates digital financial and value-added services for consumers and merchants, in China and across the world. In September 2019, following the satisfaction of the closing conditions, the Company received the
The Company accounts for its equity interest in Ant Group under the equity method. Upon the completion, the Company recorded the
Subsequent to the receipt of the equity interest in Ant Group, the proportionate share of results of Ant Group, adjusted for the effects of the basis difference as described above, is recorded in share of results of equity method investees in the consolidated income statements on a one quarter in arrears basis. Following the receipt of equity interest in Ant Group, the Company has pre-emptive rights to participate in other issuances of equity securities by Ant Group and certain of its affiliates prior to the time of Ant Group meeting certain minimum criteria for a qualified IPO set forth in the SAPA. These pre-emptive rights entitle the Company to maintain the equity ownership percentage the Company holds in Ant Group immediately prior to any such issuances. In connection with the exercise of the pre-emptive rights, the Company is also entitled to receive certain payments from Ant Group, effectively funding the subscription for these additional equity interest, up to a value of US$
During the quarter ended September 30, 2023, Ant Group repurchased approximately
For accounting purposes, the Company will take into consideration a proportionate share of equity interest held by the employee incentive plans of Ant Group to account for its share of results from its investment in Ant Group, subject to dilution as the equity interest under the employee incentive plans of Ant Group is transferred out. During the years ended March 31, 2024 and 2025, there was no material change in the equity interest held by the employee incentive plans of Ant Group. While the Company’s carrying value of the investment in Ant Group remain unchanged upon completion, the transactions result in additional basis difference of RMB
F-36
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Revenue by segment is as follows:
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|
|
|
|
|
|
|||
China commerce wholesale (iii) |
|
|
|
|
|
|
|
|
|
|||
Total Taobao and Tmall Group |
|
|
|
|
|
|
|
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|
|||
|
|
|
|
|
|
|
|
|
|
|||
Alibaba International Digital Commerce Group: |
|
|
|
|
|
|
|
|
|
|||
International commerce retail (iv) |
|
|
|
|
|
|
|
|
|
|||
International commerce wholesale (v) |
|
|
|
|
|
|
|
|
|
|||
Total Alibaba International Digital Commerce Group |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Cloud Intelligence Group (vi) |
|
|
|
|
|
|
|
|
|
|||
Cainiao Smart Logistics Network Limited (vii) |
|
|
|
|
|
|
|
|
|
|||
Local Services Group (viii) |
|
|
|
|
|
|
|
|
|
|||
Hujing Digital Media and Entertainment Group (ix) |
|
|
|
|
|
|
|
|
|
|||
All others (x) |
|
|
|
|
|
|
|
|
|
|||
Unallocated |
|
|
|
|
|
|
|
|
|
|||
Inter-segment elimination (xi) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated revenue |
|
|
|
|
|
|
|
|
|
|||
F-37
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
5. Revenue (Continued)
Revenue by type is as follows:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Customer management services (i) |
|
|
|
|
|
|
|
|
|
|||
Membership fees and value-added services |
|
|
|
|
|
|
|
|
|
|||
Logistics services |
|
|
|
|
|
|
|
|
|
|||
Cloud services |
|
|
|
|
|
|
|
|
|
|||
Sales of goods |
|
|
|
|
|
|
|
|
|
|||
Other revenue (ii) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
The amount of revenue recognized for performance obligations satisfied (or partially satisfied) in prior periods for contracts with expected duration of more than one year during the years ended March 31, 2023, 2024 and 2025 were not material.
F-38
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company entered into operating lease agreements primarily for shops and malls, offices, warehouses and land. Certain lease agreements contain an option for the Company to
The leases may include variable payments based on measures such as the level of sales at a physical store, which are expensed as incurred.
Components of operating lease cost are as follows:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|||
Variable lease cost |
|
|
|
|
|
|
|
|
|
|||
Total operating lease cost |
|
|
|
|
|
|
|
|
|
|||
For the years ended March 31, 2023, 2024 and 2025, cash payments for operating leases amounted to RMB
As of March 31, 2024 and 2025, the Company’s operating leases had a weighted average remaining lease term of
|
|
Amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
For the year ending March 31, |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Total operating lease liabilities (Note 19) |
|
|
|
|
F-39
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Composition of income tax expenses
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Current income tax expense |
|
|
|
|
|
|
|
|
|
|||
Deferred taxation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Under the current laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, upon payments of dividends by the Company to its shareholders,
Current income tax expense primarily includes the provision for PRC Enterprise Income Tax (“EIT”) for subsidiaries operating in the PRC and withholding tax on earnings that have been declared for distribution by PRC subsidiaries to offshore holding companies. Substantially all of the Company’s income before income tax and share of results of equity method investees are generated by these PRC subsidiaries. These subsidiaries are subject to EIT on their taxable income as reported in their respective statutory financial statements adjusted in accordance with the relevant tax laws, rules and regulations in the PRC.
Under the PRC Enterprise Income Tax Law (the “EIT Law”), the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is
The tax status of the subsidiaries of the Company with major taxable profits is described below:
Most of the remaining PRC entities of the Company are subject to EIT at
F-40
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Composition of income tax expenses (Continued)
Pursuant to the EIT Law, a
Composition of deferred tax assets and liabilities
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Deferred tax assets |
|
|
|
|
|
|
||
Licensed copyrights |
|
|
|
|
|
|
||
Tax losses carried forward and others (i) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Valuation allowance (ii) |
|
|
( |
) |
|
|
( |
) |
Total deferred tax assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Identifiable intangible assets |
|
|
( |
) |
|
|
( |
) |
Withholding tax on undistributed earnings (iii) |
|
|
( |
) |
|
|
( |
) |
Equity method investees and others (iv) |
|
|
( |
) |
|
|
( |
) |
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
Net deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
F-41
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Composition of deferred tax assets and liabilities (Continued)
As of March 31, 2025, the accumulated tax losses of subsidiaries incorporated in Singapore, Türkiye and Hong Kong S.A.R., subject to the agreement of the relevant tax authorities, of RMB
Reconciliation of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions, except per share data) |
|
|||||||||
Income before income tax and share of result of equity method |
|
|
|
|
|
|
|
|
|
|||
Income tax computed at statutory EIT rate ( |
|
|
|
|
|
|
|
|
|
|||
Effect of different tax rates available to different jurisdictions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of tax holiday and preferential tax benefit on assessable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-deductible expenses and non-taxable income, net (i) |
|
|
|
|
|
|
|
|
|
|||
Additional deductions of certain research and development expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Withholding tax on the earnings distributed and anticipated to be |
|
|
|
|
|
|
|
|
|
|||
Change in valuation allowance and others (iii) |
|
|
( |
) |
|
|
|
|
|
|
||
Income tax expenses |
|
|
|
|
|
|
|
|
|
|||
Effect of tax holidays inside the PRC on basic earnings per share |
|
|
|
|
|
|
|
|
|
|||
Effect of tax holidays inside the PRC on basic earnings per ADS |
|
|
|
|
|
|
|
|
|
|||
F-42
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Share-based awards such as RSUs, incentive and non-statutory stock options, restricted shares, dividend equivalents, share appreciation rights and share payments may be granted to any directors, employees and consultants of the Company or affiliated companies under equity incentive plans adopted since the inception of the Company.
The 2014 Post-IPO Equity Incentive Plan (the “2014 Plan”) was adopted in September 2014 and has a
The 2024 Equity Incentive Plan (the “2024 Plan”) and the 2024 Equity Incentive Plan (Existing Shares) (the “2024 Plan (Existing Shares)”) (collectively, the “2024 equity incentive plans”) were adopted in August 2024 and have a
RSUs
The 2014 Plan
A summary of the changes in the RSUs relating to ordinary shares granted by the Company under the 2014 Plan during the year ended March 31, 2025 is as follows:
|
|
|
|
|
Weighted- |
|
||
|
|
|
|
|
average |
|
||
|
|
Number |
|
|
grant date |
|
||
|
|
of RSUs (iii) |
|
|
fair value |
|
||
|
|
|
|
|
US$ |
|
||
Awarded and unvested as of April 1, 2024 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Canceled/forfeited |
|
|
( |
) |
|
|
|
|
Awarded and unvested as of March 31, 2025 (i) |
|
|
|
|
|
|
||
Expected to vest as of March 31, 2025 (ii) |
|
|
|
|
|
|
||
F-43
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
RSUs (Continued)
The 2024 equity incentive plans
A summary of the changes in the RSUs relating to ordinary shares granted by the Company under the 2024 equity incentive plans during the year ended March 31, 2025 is as follows:
|
|
|
|
|
Weighted- |
|
||
|
|
|
|
|
average |
|
||
|
|
Number |
|
|
grant date |
|
||
|
|
of RSUs (iv) |
|
|
fair value |
|
||
|
|
|
|
|
HK$ |
|
||
Awarded and unvested as of April 1, 2024 |
|
|
|
|
||||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Canceled/forfeited |
|
|
( |
) |
|
|
|
|
Awarded and unvested as of March 31, 2025 (i) |
|
|
|
|
|
|
||
Expected to vest as of March 31, 2025 (ii) |
|
|
|
|
|
|
||
As of March 31, 2025, there were RMB
During the years ended March 31, 2023, 2024 and 2025, the Company recognized share-based compensation expense of RMB
F-44
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Share options
The 2014 Plan
A summary of the changes in the share options relating to ordinary shares granted by the Company under the 2014 Plan during the year ended March 31, 2025 is as follows:
|
|
|
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
Weighted |
|
|
average |
|
|||
|
|
Number |
|
|
average |
|
|
remaining |
|
|||
|
|
of share |
|
|
exercise |
|
|
contractual |
|
|||
|
|
options (iii) |
|
|
price |
|
|
life |
|
|||
|
|
|
|
|
US$ |
|
|
(in years) |
|
|||
Outstanding as of April 1, 2024 |
|
|
|
|
|
|
|
|
|
|||
Granted |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
( |
) |
|
|
|
|
— |
|
||
Canceled/forfeited |
|
|
( |
) |
|
|
|
|
— |
|
||
Outstanding as of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Vested and exercisable as of March 31, 2025 (i) |
|
|
|
|
|
|
|
|
|
|||
Vested and expected to vest as of March 31, 2025 (ii) |
|
|
|
|
|
|
|
|
||||
The 2024 equity incentive plans
A summary of the changes in the share options relating to ordinary shares granted by the Company under the 2024 equity incentive plans during the year ended March 31, 2025 is as follows:
|
|
|
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
Weighted |
|
|
average |
|
|||
|
|
Number |
|
|
average |
|
|
remaining |
|
|||
|
|
of share |
|
|
exercise |
|
|
contractual |
|
|||
|
|
options (iv) |
|
|
price |
|
|
life |
|
|||
|
|
|
|
|
HK$ |
|
|
(in years) |
|
|||
Outstanding as of April 1, 2024 |
|
|
|
|
|
|
|
|
— |
|
||
Granted |
|
|
|
|
|
|
|
|
|
|||
Outstanding as of March 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Vested and exercisable as of March 31, 2025 (i) |
|
|
|
|
|
|
|
|
— |
|
||
Vested and expected to vest as of March 31, 2025 (ii) |
|
|
|
|
|
|
|
|
||||
As of March 31, 2025, the aggregate intrinsic value of all outstanding options was RMB
F-45
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Share options (Continued)
During the years ended March 31, 2023, 2024 and 2025, the weighted average grant date fair value of share options granted was , US$
Cash received from option exercises under the share option plans for the years ended March 31, 2023, 2024 and 2025 was RMB
|
|
Year ended March 31, |
||
|
|
2024 |
|
2025 |
Risk-free interest rate (i) |
|
|
||
Expected dividend yield (ii) |
|
|
||
Expected life (years) (iii) |
|
|
||
Expected volatility (iv) |
|
|
||
As of March 31, 2025, there were RMB
During the years ended March 31, 2023, 2024 and 2025, the Company recognized share-based compensation expense of RMB
Following the dividends as detailed in Note 30, the Company decided to pay upon vesting of certain RSUs or exercise of certain share options in an amount equivalent to the dividends to the participants. This arrangement has no impact to the classification and vesting condition of the awards.
Prior to 2023, certain employees of the Company were granted share-based awards by Ant Group and Hangzhou Junhan Equity Investment Partnership (“Junhan”), a major equity holder of Ant Group. These awards tied to the valuation of Ant Group and are settled by respective grantors upon disposal of these awards by the holders, vesting or exercise of these awards, depending on the forms of these awards. In addition, Junhan and Ant Group have the right to repurchase the vested awards (or any underlying equity for the settlement of the vested awards) granted by them, as applicable, from the holders upon an initial public offering of Ant Group or the termination of the holders’ employment with the Company at a price to be determined based on the then fair market value of Ant Group.
F-46
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
For accounting purposes, these awards meet the definition of a financial derivative. The cost relating to these awards is recognized by the Company and the related expense is recognized over the requisite service period in the consolidated income statements with a corresponding credit to additional paid-in capital. Subsequent changes in the fair value of these awards are recorded in the consolidated income statements. The expenses relating to these awards are remeasured at the fair value on each reporting date until their settlement dates. The fair value of the underlying equity is primarily determined based on the contemporaneous valuation report, external information and information obtained from Ant Group.
During the years ended March 31, 2023, 2024 and 2025, the Company recognized expenses of RMB
Starting from April 2020, the parties agreed to settle with each other the cost associated with certain share-based awards granted to each other’s employees upon vesting. The settlement amounts under this arrangement depend on the values of Ant Group share-based awards granted to the Company’s employees and the Company’s share-based awards granted to employees of Ant Group, in which the net settlement amount is insignificant to the Company.
Share-based awards relating to ordinary shares of the Company and Ant Group are generally subject to a
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Cost of revenue |
|
|
|
|
|
|
|
|
|
|||
Product development expenses |
|
|
|
|
|
|
|
|
|
|||
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|||
General and administrative expenses |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Each ADS represents
Basic earnings per share is computed by dividing net income attributable to ordinary shareholders by the weighted average number of outstanding ordinary shares, adjusted for treasury shares. Basic earnings per ADS is derived from the basic earnings per share.
For the calculation of diluted earnings per share, net income attributable to ordinary shareholders for basic earnings per share is adjusted by the effect of dilutive securities, including share-based awards, under the treasury stock method and convertible unsecured senior notes under the if-converted method. Certain potentially dilutive securities, of which the amounts are insignificant, and the capped call transactions in connection with the issuance of the convertible unsecured senior notes have been excluded from the computation of diluted net income per share as their inclusion is anti-dilutive. Diluted earnings per ADS is derived from the diluted earnings per share.
F-47
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The following table sets forth the computation of basic and diluted net income per share/ADS for the following periods:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions, except per share data) |
|
|||||||||
Earnings per share |
|
|
|
|
|
|
|
|
|
|||
Numerator: |
|
|
|
|
|
|
|
|
|
|||
Net income attributable to ordinary shareholders for computing |
|
|
|
|
|
|
|
|
|
|||
Dilution effect on earnings arising from equity-settled share-based |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustments for interest expense attributable to convertible |
|
|
|
|
|
|
|
|
|
|||
Net income attributable to ordinary shareholders for |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Shares (denominator): |
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares used in calculating net |
|
|
|
|
|
|
|
|
|
|||
Adjustments for dilutive RSUs and share options (million shares) |
|
|
|
|
|
|
|
|
|
|||
Adjustments for convertible unsecured senior notes |
|
|
|
|
|
|
|
|
|
|||
Weighted average number of shares used in calculating net |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Net income per ordinary share — basic (RMB) |
|
|
|
|
|
|
|
|
|
|||
Net income per ordinary share — diluted (RMB) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Earnings per ADS |
|
|
|
|
|
|
|
|
|
|||
Net income per ADS — basic (RMB) |
|
|
|
|
|
|
|
|
|
|||
Net income per ADS — diluted (RMB) |
|
|
|
|
|
|
|
|
|
|||
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Buyer protection fund deposits from merchants on the marketplaces (i) |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
F-48
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
|
|
As of March 31, 2024 |
|
|||||||||
|
|
Original |
|
|
Cumulative |
|
|
Carrying |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Equity securities: |
|
|
|
|
|
|
|
|
|
|||
Listed equity securities |
|
|
|
|
|
( |
) |
|
|
|
||
Investments in privately held companies |
|
|
|
|
|
( |
) |
|
|
|
||
Debt investments: |
|
|
|
|
|
|
|
|
|
|||
Debt securities and loan investments |
|
|
|
|
|
( |
) |
|
|
|
||
Other treasury investments |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
( |
) |
|
|
|
||
|
|
As of March 31, 2025 |
|
|||||||||
|
|
Original |
|
|
Cumulative |
|
|
Carrying |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Equity securities: |
|
|
|
|
|
|
|
|
|
|||
Listed equity securities |
|
|
|
|
|
( |
) |
|
|
|
||
Investments in privately held companies |
|
|
|
|
|
( |
) |
|
|
|
||
Debt investments: |
|
|
|
|
|
|
|
|
|
|||
Debt securities and loan investments |
|
|
|
|
|
( |
) |
|
|
|
||
Other treasury investments |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
( |
) |
|
|
|
||
Details of the significant additions during the years ended March 31, 2023, 2024 and 2025 are set out in Note 4.
Equity securities
For equity securities which were still held as of March 31, 2023, 2024 and 2025, net unrealized (losses) gains, including impairment losses, of RMB(
Investments in privately held companies include equity investments for which the Company elected to account for using the measurement alternative (Note 2(t)), for which the carrying value as of March 31, 2024 and 2025 were RMB
For equity investments accounted for using the measurement alternative as of March 31, 2024, the Company recorded cumulative upward adjustments of RMB
For equity investments accounted for using the measurement alternative as of March 31, 2025, the Company recorded cumulative upward adjustments of RMB
F-49
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Debt investments
Debt investments include convertible and exchangeable bonds accounted for under the fair value option, for which the fair value as of March 31, 2024 and 2025 were RMB
Debt investments also include debt investments accounted for at amortized cost, for which the allowance for credit losses as of March 31, 2024 and 2025 were RMB
During the years ended March 31, 2023, 2024 and 2025, (reversal of impairment losses) impairment losses on these debt investments of RMB(
As of March 31, 2024 and 2025, repayment of loans provided to shareholders of equity method investees with total principal amount of RMB
The carrying amount of debt investments accounted for at amortized cost approximates their fair value due to the fact that the related effective interest rates approximate rates currently offered by financial institutions for similar debt instruments of comparable maturities.
Other treasury investments mainly comprise of investments in fixed deposits, certificates of deposits and marketable debt securities with original maturities over one year for treasury purposes.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:
Level 1 — |
Valuations based on unadjusted quoted prices for identical assets and liabilities in active markets. |
Level 2 — |
Valuations based on observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. |
Level 3 — |
Valuations based on unobservable inputs reflecting assumptions, consistent with reasonably available assumptions made by other market participants. These valuations require significant judgment. |
F-50
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Fair value of listed equity investments are based on quoted prices in active markets for identical assets or liabilities and, if applicable, are adjusted for the characteristic included in the equity security. The valuation of unlisted equity investments that do not have a quoted price may include the use of market and income valuation approaches and the use of estimates, which may include discount rates, investees’ liquidity and financial performance, and market data of comparable companies in similar industries. Certain other financial instruments, such as interest rate swap contracts and certain option agreements, are valued based on inputs derived from or corroborated by observable market data. Valuations of convertible and exchangeable bonds that do not have a quoted price are generally performed using valuation models such as the binomial model with unobservable inputs including risk-free interest rate and expected volatility. The valuation of contingent consideration is performed using an expected cash flow method with unobservable inputs including the probability to achieve the contingencies, which is assessed by the Company, in connection with the contingent consideration arrangements. Investments in privately held companies for which the Company elected to record using the measurement alternative are remeasured on a non-recurring basis, and are categorized within Level 3 under the fair value hierarchy. The values are estimated based on valuation methods using the observable transaction price at the transaction date and considering the rights and obligations of the securities and other unobservable inputs including volatility.
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis and are categorized under the fair value hierarchy:
|
|
As of March 31, 2024 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||
|
|
(in millions) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits and certificate of deposits (i) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Wealth management products (i) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Marketable debt securities (i) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Restricted cash and escrow receivables |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Listed equity securities (ii) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Convertible and exchangeable bonds (ii) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Option agreements (iii) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Others (vi) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration in relation to |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Others (iv) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
F-51
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
|
|
As of March 31, 2025 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
||||
|
|
(in millions) |
|
|||||||||||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits and certificate of deposits (i) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Wealth management products (i) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Marketable debt securities (i) |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Restricted cash and escrow receivables |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Listed equity securities (ii)(v) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Convertible and exchangeable bonds (ii) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Option agreements (iii) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Deferred consideration (iii) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Others (vi) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration in relation to |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Others (iv) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Convertible and exchangeable bonds categorized within Level 3 under the fair value hierarchy:
|
|
Amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
Balance as of March 31, 2023 |
|
|
|
|
Additions |
|
|
|
|
Net decrease in fair value |
|
|
( |
) |
Disposal |
|
|
( |
) |
Conversion |
|
|
( |
) |
Foreign currency translation adjustments |
|
|
|
|
Balance as of March 31, 2024 |
|
|
|
|
Additions |
|
|
|
|
Net increase in fair value |
|
|
|
|
Disposal |
|
|
( |
) |
Conversion |
|
|
( |
) |
Foreign currency translation adjustments |
|
|
( |
) |
Balance as of March 31, 2025 |
|
|
|
|
F-52
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Deferred consideration categorized within Level 3 under the fair value hierarchy:
|
|
Amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
Balance as of March 31, 2024 |
|
|
|
|
Additions |
|
|
|
|
Net increase in fair value |
|
|
|
|
Foreign currency translation adjustments |
|
|
|
|
Balance as of March 31, 2025 |
|
|
|
|
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Current: |
|
|
|
|
|
|
||
Accounts receivable and contract assets, net of allowance |
|
|
|
|
|
|
||
Inventories |
|
|
|
|
|
|
||
VAT receivables, net of allowance |
|
|
|
|
|
|
||
Prepaid cost of revenue, sales and marketing and other expenses |
|
|
|
|
|
|
||
Advances to/receivables from customers, merchants and others |
|
|
|
|
|
|
||
Amounts due from related companies |
|
|
|
|
|
|
||
Interest receivables |
|
|
|
|
|
|
||
Deferred direct selling costs and cost of revenue (i) |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Non-current: |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Deferred tax assets (Note 7) |
|
|
|
|
|
|
||
Film costs and prepayment for licensed copyrights and others |
|
|
|
|
|
|
||
Prepayment for acquisition of property and equipment |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
F-53
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
|
|
Amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
Balance as of March 31, 2023 |
|
|
|
|
Additions |
|
|
|
|
Share of results, other comprehensive income and other reserves (i) |
|
|
|
|
Disposals |
|
|
( |
) |
Distributions |
|
|
( |
) |
Transfers |
|
|
|
|
Impairment loss (ii) |
|
|
( |
) |
Foreign currency translation adjustments |
|
|
|
|
Balance as of March 31, 2024 |
|
|
|
|
Additions |
|
|
|
|
Share of results, other comprehensive income and other reserves (i) |
|
|
|
|
Disposals |
|
|
( |
) |
Distributions |
|
|
( |
) |
Transfers |
|
|
|
|
Impairment loss (ii) |
|
|
( |
) |
Foreign currency translation adjustments |
|
|
|
|
Balance as of March 31, 2025 |
|
|
|
|
As of March 31, 2025, equity method investments with an aggregate carrying amount of RMB
For the years ended March 31, 2023, 2024 and 2025, equity method investments held by the Company in aggregate have met the significance criteria as defined under Rule 4-08(g) of Regulation S-X. As such, the Company is required to present summarized financial information for all of its equity method investments as a group as follows:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Operating data: |
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Cost of revenue |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income from operations |
|
|
|
|
|
|
|
|
|
|||
Net (loss) income |
|
|
( |
) |
|
|
|
|
|
|
||
F-54
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Balance sheet data: |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Non-current assets |
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
||
Non-current liabilities |
|
|
|
|
|
|
||
Noncontrolling interests and mezzanine equity |
|
|
|
|
|
|
||
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Building, property improvements and other property |
|
|
|
|
|
|
||
Computer equipment and software |
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Furniture, office and transportation equipment and others |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: accumulated depreciation and impairment |
|
|
( |
) |
|
|
( |
) |
Net book value |
|
|
|
|
|
|
||
Depreciation expenses recognized for the years ended March 31, 2023, 2024 and 2025 were RMB
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
User base and customer relationships |
|
|
|
|
|
|
||
Trade names, trademarks and domain names |
|
|
|
|
|
|
||
Non-compete agreements |
|
|
|
|
|
|
||
Developed technology and patents |
|
|
|
|
|
|
||
Licensed copyrights (Note 2(x)) and others |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: accumulated amortization and impairment |
|
|
( |
) |
|
|
( |
) |
Net book value |
|
|
|
|
|
|
||
During the years ended March 31, 2023, 2024 and 2025, the Company acquired intangible assets amounting to RMB
During the year ended March 31, 2024, considered lower than expected profitability as a result of uncertainties in the market environment, the Company recognized impairment on of RMB
F-55
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The estimated aggregate amortization expenses for each of the five succeeding fiscal years and thereafter are as follows:
|
|
Amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
For the year ending March 31, |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
Changes in the carrying amount of goodwill by segment for the years ended March 31, 2024 and 2025 were as follows:
|
|
|
|
|
Alibaba |
|
|
|
|
|
Cainiao |
|
|
|
|
|
Hujing |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
Taobao |
|
|
International |
|
|
|
|
|
Smart |
|
|
|
|
|
Digital |
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
and |
|
|
Digital |
|
|
Cloud |
|
|
Logistics |
|
|
Local |
|
|
Media and |
|
|
Innovation |
|
|
|
|
|
|
|
|||||||||
|
|
Tmall |
|
|
Commerce |
|
|
Intelligence |
|
|
Network |
|
|
Services |
|
|
Entertainment |
|
|
Initiatives |
|
|
|
|
|
|
|
|||||||||
|
|
Group |
|
|
Group |
|
|
Group |
|
|
Limited |
|
|
Group |
|
|
Group |
|
|
and others |
|
|
All others |
|
|
Total |
|
|||||||||
|
|
(in millions of RMB) |
|
|||||||||||||||||||||||||||||||||
Balance as of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|||||||||
Transfer due to segment |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Additions |
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||||
Deconsolidations |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Impairment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Foreign currency |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Balance as of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||||||
Additions |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||||
Deconsolidations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Impairment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Foreign currency |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Balance as of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||
Gross goodwill balances were RMB
In the annual goodwill impairment assessment, the Company concluded that the carrying amounts of certain reporting units exceeded their respective fair values and recorded impairment losses of RMB
During the year ended March 31, 2024, considered the changes in market conditions, the Company performed a quantitative impairment test on one reporting unit under Hujing Digital Media and Entertainment Group, and recognized an impairment charge of RMB
F-56
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
During the year ended March 31, 2025, considered the changes in market conditions, the Company performed a quantitative impairment test on another reporting unit under Hujing Digital Media and Entertainment Group and recognized an impairment charge of RMB
The goodwill impairment is not allocated to segments because the CODM of the Company does not consider this as part of the segment operating performance measure (Note 28).
Deferred revenue and customer advances primarily represent service fees prepaid by merchants or customers for which the relevant services have not been provided. The respective balances are as follows:
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Deferred revenue |
|
|
|
|
|
|
||
Customer advances |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less: current portion |
|
|
( |
) |
|
|
( |
) |
Non-current portion |
|
|
|
|
|
|
||
Service fees received in advance are generally recorded as customer advances. These amounts are transferred to deferred revenue upon commencement of the provision of services by the Company and are recognized in the consolidated income statements in the period in which the services are provided. In general, service fees received in advance are non-refundable after the amounts are transferred to deferred revenue. Substantially all of the balances of deferred revenue and customer advances are generally recognized as revenue within one year.
F-57
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Current: |
|
|
|
|
|
|
||
Payables and accruals for cost of revenue and sales and marketing expenses (i) |
|
|
|
|
|
|
||
Other deposits and advances received (ii) |
|
|
|
|
|
|
||
Payable to merchants and third party marketing affiliates |
|
|
|
|
|
|
||
Accrued bonus and staff costs, including sales commission |
|
|
|
|
|
|
||
Payables and accruals for purchases of property and equipment |
|
|
|
|
|
|
||
Amounts due to related companies (iii) |
|
|
|
|
|
|
||
Other taxes payable (iv) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
Contingent and deferred consideration in relation to investments and |
|
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|
|
|
||
Others |
|
|
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|
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|
||
|
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|
||
Non-current: |
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|
||
|
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|
|
|
|
|||
Contingent and deferred consideration in relation to investments and |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
F-58
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company enters into agreements with several financial institutions and offer supplier finance programs to the Company’s suppliers. Suppliers can sell one or more of the Company’s payment obligations at their sole discretion to the financial institutions to receive funds, usually at a discounted price, prior to the scheduled due dates to meet their cash flow needs. The Company's current payment terms with the majority of suppliers are up to
|
|
Year ended March 31, |
|
|
|
|
2025 |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
Confirmed obligations outstanding at the beginning of the year |
|
|
|
|
Invoices confirmed during the year |
|
|
|
|
Confirmed invoices paid during the year |
|
|
( |
) |
Confirmed obligations outstanding at the end of the year |
|
|
|
|
The outstanding payment obligations under these supplier finance programs are generally recorded within on the consolidated balance sheets,
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Accrued expenses, accounts payable and other liabilities |
|
|
|
|
|
|
||
Bank borrowings |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
F-59
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Bank borrowings are analyzed as follows:
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Current portion: |
|
|
|
|
|
|
||
Short-term other borrowings (i) |
|
|
|
|
|
|
||
Non-current portion: |
|
|
|
|
|
|
||
US$ |
|
|
|
|
|
|
||
Long-term other borrowings (iii) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Certain other bank borrowings are collateralized by a pledge of certain buildings and property improvements, construction in progress and land use rights in the PRC, receivables and other treasury investments with carrying values of RMB
As of March 31, 2024 and 2025, the Company had a revolving credit facility provided by certain financial institutions for an amount of US$
As of March 31, 2025, the future principal payments for the Company’s borrowings were as follows:
|
|
Principal amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
Within 1 year |
|
|
|
|
Between 1 to 2 years |
|
|
|
|
Between 2 to 3 years |
|
|
|
|
Between 3 to 4 years |
|
|
|
|
Between 4 to 5 years |
|
|
|
|
Beyond 5 years |
|
|
|
|
|
|
|
|
|
F-60
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
In November 2014, the Company issued unsecured senior notes including floating rate and fixed rate notes with varying maturities for an aggregate principal amount of US$
In December 2017, the Company issued unsecured fixed rate senior notes with varying maturities for an aggregate principal amount of US$
In February 2021, the Company issued unsecured fixed rate senior notes with varying maturities for an aggregate principal amount of US$
In November 2024, the Company issued unsecured fixed rate senior notes with varying maturities, consisting of U.S. dollar-denominated notes for an aggregate principal amount of US$
The following table provides a summary of the Company’s unsecured senior notes as of March 31, 2024 and 2025:
|
|
As of March 31, |
|
|
Effective |
|
||||||
|
|
2024 |
|
|
2025 |
|
|
interest rate |
|
|||
|
|
RMB |
|
|
RMB |
|
|
|
|
|||
|
|
(in millions) |
|
|
|
|
||||||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
RMB |
|
|
|
|
|
|
|
|
% |
|||
RMB |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
RMB |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
RMB |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
US$ |
|
|
|
|
|
|
|
|
% |
|||
Carrying value |
|
|
|
|
|
|
|
|
|
|||
Unamortized discount and debt issuance costs |
|
|
|
|
|
|
|
|
|
|||
Total principal amounts of unsecured senior notes |
|
|
|
|
|
|
|
|
|
|||
Less: current portion of principal amounts of unsecured senior |
|
|
( |
) |
|
|
|
|
|
|
||
Non-current portion of principal amounts of unsecured senior notes |
|
|
|
|
|
|
|
|
|
|||
F-61
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The effective interest rates for the unsecured senior notes include the interest charged on the notes as well as amortization of the debt discounts and debt issuance costs.
The unsecured senior notes contain covenants including, among others, limitation on liens, consolidation, merger and sale of the Company’s assets. As of March 31, 2025, the Company is in compliance with all these covenants. In addition, the unsecured senior notes rank senior in right of payment to all of the Company’s existing and future indebtedness expressly subordinated in right of payment to the notes and rank at least equally in right of payment with all of the Company’s existing and future unsecured unsubordinated indebtedness (subject to any priority rights pursuant to applicable law).
As of March 31, 2025, the future principal payments for the Company’s unsecured senior notes were as follows:
|
|
Principal amounts |
|
|
|
|
RMB |
|
|
|
|
(in millions) |
|
|
Within 1 year |
|
|
|
|
Between 1 to 2 years |
|
|
|
|
Between 2 to 3 years |
|
|
|
|
Between 3 to 4 years |
|
|
|
|
Between 4 to 5 years |
|
|
|
|
Thereafter |
|
|
|
|
|
|
|
|
|
As of March 31, 2024 and 2025, the fair values of the Company’s unsecured senior notes, based on Level 2 inputs, were US$
In May 2024, the Company issued convertible unsecured senior notes for an aggregate principal amount of US$
The 2024 Convertible Senior Notes may be converted into the Company’s ADSs, at the option of holders, at any time prior to the maturity date at an initial conversion rate of
As of March 31, 2025, the adjusted conversion rate for the 2024 Convertible Senior Notes was
The Company may redeem for cash all but not part of the 2024 Convertible Senior Notes in the event of certain tax law changes, or at any time if less than
F-62
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Holders have the right to require the Company to repurchase for cash all or part of the 2024 Convertible Senior Notes on June 1, 2029, or in the event of a fundamental change, subject to certain conditions. The repurchase price will be equal to the principal amount of the notes being repurchased plus accrued and unpaid interest to, but excluding, the related repurchase date.
As of March 31, 2025, the unamortized debt discounts and debt issuance costs of the 2024 Convertible Senior Notes were US$
For the year ended March 31, 2025, the effective interest rate for the 2024 Convertible Senior Notes was approximately
During the years ended March 31, 2023, 2024 and 2025, other than disclosed elsewhere, the Company had the following material related party transactions:
Transactions with Ant Group and its affiliates
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Amounts earned by the Company |
|
|
|
|
|
|
|
|
|
|||
Cloud services revenue (i) |
|
|
|
|
|
|
|
|
|
|||
Marketplace software technology services fee and |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Amounts incurred by the Company |
|
|
|
|
|
|
|
|
|
|||
Payment processing and escrow services fee (ii) |
|
|
|
|
|
|
|
|
|
|||
Other amounts incurred (i) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
As of March 31, 2024 and 2025, the Company had certain amounts of cash held in accounts managed by Alipay in connection with the provision of online and mobile commerce and related services for a total amount of RMB
F-63
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Transactions with other investees
The Company has commercial arrangements with certain investees of the Company related to cloud services. In connection with these services provided by the Company, RMB
The Company has commercial arrangements with certain investees of the Company related to marketing services. In connection with these services provided to the Company, RMB
The Company has commercial arrangements with certain investees of the Company related to logistics services. In connection with these services provided by the Company, RMB
The Company has extended loans to certain investees for working capital and other uses in conjunction with the Company’s investments. As of March 31, 2024 and 2025, the aggregate outstanding balance of these loans was RMB
The Company provided a guarantee for a term loan facility of HK$
The Company’s ecosystem offers different platforms on which different enterprises operate and the Company believes that all transactions on the Company’s platforms are conducted on terms determined based on normal commercial negotiation with similar unrelated parties.
Other than the transactions disclosed above or elsewhere in the consolidated financial statements, the Company has commercial arrangements with other investees and other related parties to provide and receive certain marketing, cloud and other services and products. The amounts relating to these services provided and received represent less than
In addition, the Company has made certain acquisitions and equity investments together with related parties from time to time during the years ended March 31, 2023, 2024 and 2025. The agreements for acquisitions and equity investments were entered into by the parties involved and conducted on fair value basis. The significant acquisitions and equity investments together with related parties are included in Note 4.
PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate
F-64
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company’s capital commitments primarily relate to capital expenditures contracted for purchase of property and equipment, including the construction of corporate campuses. Total capital commitments contracted but not provided for amounted to RMB
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
No later than 1 year |
|
|
|
|
|
|
||
Later than 1 year and no later than 5 years |
|
|
|
|
|
|
||
More than 5 years |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The Company was obligated to pay up to RMB
The Company also has other commitments including commitments for co-location and bandwidth fees, licensed copyrights and marketing expenses.
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
No later than 1 year |
|
|
|
|
|
|
||
Later than 1 year and no later than 5 years |
|
|
|
|
|
|
||
More than 5 years |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
F-65
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Remittances in currencies other than RMB by the Company in the PRC must be processed through the PBOC or other PRC foreign exchange regulatory bodies and require certain supporting documentation in order to effect the remittance. If the foreign exchange control system prevents the Company from obtaining sufficient foreign currencies to satisfy its currency demands, the Company may not be able to pay dividends in foreign currencies and the Company’s ability to fund its business activities that are conducted in foreign currencies could be adversely affected.
F-66
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Segment information is presented before elimination of inter-segment transactions. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are not directly attributable to a specific segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The Company does not allocate assets to its segments as the CODM does not evaluate the performance of segments using asset information.
The CODM regularly reviews adjusted earnings before interest, taxes and amortization (“Adjusted EBITA”) for each segment which is considered as a segment operating performance measure.
F-67
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The following table presents the information by segment for the years ended March 31, 2023, 2024 and 2025:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Taobao and Tmall Group |
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Costs and expenses (i) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Alibaba International Digital Commerce Group |
|
|
|
|
|
|
|
|
|
|||
Revenue |
|
|
|
|
|
|
|
|
|
|||
Costs and expenses (i) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
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Cloud Intelligence Group |
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Revenue |
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|||
Costs and expenses (i) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
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Cainiao Smart Logistics Network Limited |
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Revenue |
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|
|||
Costs and expenses (i) |
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|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
|
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( |
) |
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||
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Local Services Group |
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Revenue |
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|
|||
Costs and expenses (i) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
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|
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|||
Hujing Digital Media and Entertainment Group |
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Revenue |
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|
|
|
|
|
|
|||
Costs and expenses (i) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
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|
|
|
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|||
All others |
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|
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|
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|
|||
Revenue |
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|
|||
Costs and expenses (i) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjusted EBITA (ii) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
F-68
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The following table presents the reconciliation from the total segments Adjusted EBITA to the consolidated net income for the years ended March 31, 2023, 2024 and 2025:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Total segments Adjusted EBITA |
|
|
|
|
|
|
|
|
|
|||
Unallocated (iii) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Inter-segment elimination |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Non-cash share-based compensation expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amortization and impairment of intangible assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Impairment of goodwill, and others |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated income from operations |
|
|
|
|
|
|
|
|
|
|||
Interest and investment income, net |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income, net |
|
|
|
|
|
|
|
|
|
|||
Income tax expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Share of results of equity method investees |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Consolidated net income |
|
|
|
|
|
|
|
|
|
|||
The following table presents the depreciation and impairment of property and equipment, and operating lease cost relating to land use rights by segment for the years ended March 31, 2023, 2024 and 2025:
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Taobao and Tmall Group |
|
|
|
|
|
|
|
|
|
|||
Alibaba International Digital Commerce Group |
|
|
|
|
|
|
|
|
|
|||
Cloud Intelligence Group |
|
|
|
|
|
|
|
|
|
|||
Cainiao Smart Logistics Network Limited |
|
|
|
|
|
|
|
|
|
|||
Local Services Group |
|
|
|
|
|
|
|
|
|
|||
Hujing Digital Media and Entertainment Group |
|
|
|
|
|
|
|
|
|
|||
All others |
|
|
|
|
|
|
|
|
|
|||
Total segments depreciation and impairment of property and |
|
|
|
|
|
|
|
|
|
|||
Details of the Company's revenue by segment are set out in Note 5. As substantially all of the Company’s long-lived assets are located in the PRC and substantially all of the Company’s revenue is derived from within the PRC, no geographical information is presented.
Starting from the quarter ending June 30, 2025, Taobao and Tmall Group, Ele.me and Fliggy will be integrated into China e-commerce business group, to transform various e-commerce platforms into a comprehensive consumption platform. At the same time, Cainiao, Amap and Hujing Digital Media and Entertainment Group will be reclassified to All others.
F-69
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
The Company performed a test on the restricted net assets of its consolidated subsidiaries and VIEs in accordance with Rule 4-08(e)(3) of Regulation S-X and concluded that it was applicable for the Company to disclose the financial information for the parent company ("Alibaba Group Holding Limited") only.
Condensed Balance Sheets
|
|
As of March 31, |
|
|||||
|
|
2024 |
|
|
2025 |
|
||
|
|
RMB |
|
|
RMB |
|
||
|
|
(in millions) |
|
|||||
Cash and cash equivalents |
|
|
|
|
|
|
||
Amounts due from subsidiaries |
|
|
|
|
|
|
||
Prepayments and other assets |
|
|
|
|
|
|
||
Interest in subsidiaries and VIEs |
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
||
Current unsecured senior notes |
|
|
|
|
|
|
||
Amounts due to subsidiaries |
|
|
|
|
|
|
||
Accrued and other liabilities |
|
|
|
|
|
|
||
Non-current bank borrowings |
|
|
|
|
|
|
||
Non-current unsecured senior notes |
|
|
|
|
|
|
||
Non-current convertible unsecured senior notes |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Ordinary shares |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Treasury shares, at cost |
|
|
( |
) |
|
|
( |
) |
Statutory reserves |
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
|
|
|
|
|
||
Retained earnings |
|
|
|
|
|
|
||
Total shareholders’ equity |
|
|
|
|
|
|
||
Total liabilities and equity |
|
|
|
|
|
|
||
Condensed Statements of Comprehensive Income
|
|
For the year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Total cost and expenses |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income from subsidiaries and VIEs |
|
|
|
|
|
|
|
|
|
|||
Income from operations |
|
|
|
|
|
|
|
|
|
|||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other income and expenses |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|||
F-70
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
Condensed Statements of Cash Flows
|
|
Year ended March 31, |
|
|||||||||
|
|
2023 |
|
|
2024 |
|
|
2025 |
|
|||
|
|
RMB |
|
|
RMB |
|
|
RMB |
|
|||
|
|
(in millions) |
|
|||||||||
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|||
(Advances to and investments in) Repayments from subsidiaries and |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|||
Issuance of ordinary shares |
|
|
|
|
|
|
|
|
|
|||
Advances from subsidiaries |
|
|
|
|
|
|
|
|
|
|||
Repurchase of ordinary shares |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividend distribution |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Repayment of unsecured senior notes |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Repayment of bank borrowings |
|
|
|
|
|
|
|
|
( |
) |
||
Proceeds from unsecured senior notes, net of debt issuance cost |
|
|
|
|
|
|
|
|
|
|||
Proceeds from convertible unsecured senior notes, net of debt |
|
|
|
|
|
|
|
|
|
|||
Payments for capped call transactions |
|
|
|
|
|
|
|
|
( |
) |
||
Net cash (used in) provided by financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
Increase (Decrease) in cash and cash equivalents |
|
|
|
|
|
|
|
|
( |
) |
||
Cash and cash equivalents at the beginning of the year |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents at the end of the year |
|
|
|
|
|
|
|
|
|
|||
For the parent company only condensed financial information, the Company accounted for the investments in subsidiaries and VIEs under the equity method of accounting as prescribed in ASC 323. Such investments are presented on the Condensed Balance Sheets as “Investments in subsidiaries and VIEs” and the shares of profits or losses of the subsidiaries and VIEs are presented as “Income from subsidiaries and VIEs” on the Condensed Statements of Comprehensive Income.
During the years ended March 31, 2023, 2024 and 2025, dividends paid to the parent company by the subsidiaries amounted to RMB
The parent company did not have significant capital and other commitments, or guarantees as of March 31, 2024 and 2025, except for those disclosed in these consolidated financial statements.
Certain information and footnote disclosures generally included in financial statements prepared in accordance with US GAAP have been condensed and omitted in the parent company only condensed financial information. The parent company only condensed financial information is not the general-purpose financial statements of the reporting entity and should be read in conjunction with the consolidated financial statements of the Company.
F-71
Table of Contents
ALIBABA GROUP HOLDING LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED MARCH 31, 2023, 2024 AND 2025
An annual dividend for the year ended March 31, 2023 of US$
A two-part dividend comprised of (i) an annual dividend for the year ended March 31, 2024 of US$
A two-part dividend comprised of (i) an annual dividend for the year ended March 31, 2025 of US$
F-72
FAQ
What new borrowing facility did BABA disclose in its FY2025 annual report?
Which long-term bonds were highlighted in Alibaba’s 20-F?
What operating segments does Alibaba report for FY2025?
Which equity compensation plans are currently active at BABA?
When do Alibaba’s outstanding convertible senior notes mature?
