OMS Energy revises controls disclosure; weakness persists
A material weakness remained as of March 31, 2026; management expects to complete its review and implement documented IFRS policies in fiscal 2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
OMS Energy Technologies Inc. amended its fiscal 2026 annual report to revise internal-control disclosures and add segment disclosures required by IFRS 8. The company says the Note 17 revisions enhance disclosure only and do not change any recognized financial statement amounts. For the year ended March 31, 2026, revenue was $155.910 million, compared with $203.607 million in fiscal 2025; net profit was $33.878 million, versus $46.977 million. Net cash provided by operating activities was $54.118 million, compared with $40.502 million.
Management concluded disclosure controls and internal control over financial reporting were ineffective as of March 31, 2026, due to a material weakness involving insufficient personnel with IFRS and SEC reporting expertise and a lack of comprehensive IFRS policies. The weakness was also identified as of March 31, 2025. Consultants began work in April 2025; policies drafted during fiscal 2026 remained under review, with completion and implementation expected in fiscal 2027. The Audit Committee, which held its first meeting in June 2025, began overseeing internal controls. Management cautioned that remediation may not fully address the deficiencies.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointCash provided by operations rose to $54.118 million from $40.502 million.
Negative
- Major pointMaterial weakness persisted as of March 31, 2026.
- Moderate pointRevenue fell to $155.910 million from $203.607 million.
- Moderate pointNet profit fell to $33.878 million from $46.977 million.
Key Figures
Key Terms
material weakness technical
internal control over financial reporting technical
IFRS 8 technical
weighted-average shares outstanding financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What changed in OMSE’s amended annual report?
Did OMSE change its financial statement amounts in the amendment?
What steps is OMSE taking to address its material weakness?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
(Mark One)
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
OR
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report
Commission file number:
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(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 |
|
|
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 stock or common stock as of the close of the period covered by the annual report:
As of March 31, 2026 the registrant had
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
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.
Large accelerated filer |
☐ |
|
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.
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:
U.S. GAAP ☐ |
|
by the International Accounting Standards Board ☒ |
|
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 Exchange Act). Yes ☐ No
TABLE OF CONTENTS
PART II |
|
|
2 |
|
|
ITEM 15. |
CONTROLS AND PROCEDURES |
|
2 |
PART III |
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4 |
|
|
ITEM 17. |
FINANCIAL STATEMENTS |
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4 |
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ITEM 18. |
FINANCIAL STATEMENTS |
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4 |
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ITEM 19. |
EXHIBITS |
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5 |
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EXHIBIT INDEX |
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5 |
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SIGNATURE |
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6 |
|
i
OMS Energy Technologies Inc. (the “Company”) is filing this Amendment No. 1 on Form 20-F/A (this “Amendment”) to its Annual Report on Form 20-F for the fiscal year ended March 31, 2026, originally filed with the Securities and Exchange Commission (the “SEC”) on June 25, 2026 (the “Original Filing”), in response to comments received from the staff of the SEC. This Amendment amends (i) Item 15, to revise the disclosure of changes in internal control over financial reporting in Item 15(d) and to make related revisions to Items 15(a), (b) and (c), and (ii) Item 18, to revise Note 17 (Segment Reporting) to the consolidated financial statements to include additional segment disclosures required by IFRS 8. The revisions to Note 17 enhance disclosure only and do not change any amount recognized in the consolidated financial statements.
In connection with this Amendment, and as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including currently dated certifications of its Chief Executive Officer and Chief Financial Officer as Exhibits 12.1, 12.2, 13.1 and 13.2 hereto.
Except as described above, this Amendment does not amend, update or change any other disclosures in the Original Filing and does not reflect any events occurring after the date of the Original Filing. This Amendment continues to describe conditions as of the date of the Original Filing, and except as expressly set forth herein, we have not updated, modified or supplemented the disclosures contained therein. This Amendment should be read together with the Original Filing.
1
PART II
ITEM 15. CONTROLS AND PROCEDURES
Item 15 has been re-organized so that the material weakness and remediation disclosures appear under Item 15(b). Underlined text is new or revised compared with the Original Filing.
(a) Disclosure Controls and Procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.
Based upon that evaluation, management concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were ineffective due to a material weakness in the Company’s internal control over financial reporting.
Paragraph beginning “Neither we nor our independent registered public accounting firm undertook a comprehensive assessment…” deleted.
(b) 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 Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting as of March 31, 2026, by using the criteria established in 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 has concluded that our internal control over financial reporting was not effective as of March 31, 2026 due to a material weakness identified in our internal control over financial reporting as described below.
Specifically, the Company did not maintain a sufficient complement of personnel with an appropriate level of knowledge, experience, and training in International Financial Reporting Standards (“IFRS”) and SEC reporting requirements necessary to appropriately analyze, account for, and disclose complex transactions and prepare and review consolidated financial statements and related disclosures in accordance with IFRS and SEC reporting requirements. In addition, the Company had not maintained comprehensive IFRS accounting policies and procedures documentation. This material weakness was also identified as of March 31, 2025.
To remediate the material weakness, the Company engaged experienced external financial reporting consultants in March 2025, who began work in April 2025, to support management and supplement the Company’s internal finance resources in the preparation and review of the Company’s financial statements and related disclosures in accordance with IFRS and SEC reporting requirements. During fiscal 2026, formal IFRS accounting policies and procedures documentation was drafted with the assistance of these consultants and, as of March 31, 2026, was still under review by management. Management expects to complete its review and implement this documentation in fiscal 2027. In addition, the Audit Committee, which held its first meeting in June 2025, began overseeing internal control over financial reporting.
Management remains committed to remediation of the material weakness and continues to evaluate and enhance its internal control over financial reporting.
However, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting. See “Item 3. Key Information—D. Risk Factors—Risks Related to our Ordinary Shares—If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected.”
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of our internal control over financial reporting 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 and procedures may deteriorate.
(c) Attestation report of the registered public accounting firm.
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm because we qualified as an “emerging growth company” as defined under the JOBS Act as of March 31, 2026.
2
(d) Changes in internal control over financial reporting.
During the fiscal year ended March 31, 2026, (i) as part of our remediation of the material weakness described in Item 15(b) above, we continued to use experienced external financial reporting consultants, engaged in March 2025, to support management and supplement our internal finance resources in the preparation and review of our consolidated financial statements and related disclosures in accordance with IFRS and SEC reporting requirements; and (ii) following our listing on the Nasdaq Capital Market in May 2025, our Audit Committee, which held its first meeting in June 2025, began overseeing our internal control over financial reporting. Other than these changes, there were no changes that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
3
PART III
ITEM 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
ITEM 18. FINANCIAL STATEMENTS
The consolidated financial statements are included at the end of this annual report.
4
ITEM 19. EXHIBITS
EXHIBIT INDEX
Exhibit No. |
|
Description of document |
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12.1* |
|
Certification of Chief Executive Officer Required by Rule 13a-14(a) |
12.2* |
|
Certification of Chief Financial Officer Required by Rule 13a-14(a) |
13.1** |
|
Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
13.2** |
|
Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
|
|
|
101.INS |
|
Inline XBRL Instance Document—this instance document does not appear in the Interactive Data |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
Filed herewith. |
** |
Furnished herewith |
5
SIGNATURE
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 Amendment No. 1 to annual report on its behalf.
OMS Energy Technologies Inc. |
|
By: |
/s/ How Meng Hock |
Name: |
How Meng Hock |
Title: |
Executive Director, Chairman of the Board, and Chief Executive Officer |
Date: October 21, 2026
6
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID |
|
F-2 |
Consolidated Statements of Financial Positions |
|
F-4 |
Consolidated Statements of Profit or Loss and Other Comprehensive Income |
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F-5 |
Consolidated Statement of Changes in Equity |
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F-6 |
Consolidated Statements of Cash Flows |
|
F-8 |
Notes to Consolidated Financial Statements |
|
F-9 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of OMS Energy Technologies Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of OMS Energy Technologies Inc. and its subsidiaries (“Successor”) (the “Company”) as of March 31, 2026 and 2025, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for the years ended March 31, 2026 and 2025, and for the period from June 16, 2023 through March 31, 2024, and 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 financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the years ended March 31, 2026 and 2025, and for the period from June 16, 2023 through March 31, 2024, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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/ Marcum Asia CPAs LLP
We have served as the Company’s auditor since 2023.
June 25, 2026
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of OMS Holdings Pte. Ltd.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows of OMS Holdings Pte. Ltd. and its subsidiaries (“Predecessor”) (the “Company”) for the period from April 1, 2023 through June 15, 2023, and 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 its operations and its cash flows for the period from April 1, 2023 through June 15, 2023, in conformity with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.
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 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
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/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
We have served as the Company’s auditor since 2023.
New York, New York
August 30, 2024
F-3
OMS ENERGY TECHNOLOGIES INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITIONS
|
|
|
|
Successor |
|
|
Successor |
|
||
|
|
Note |
|
As of |
|
|
As of |
|
||
|
|
|
|
US$’000 |
|
|
US$’000 |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
|
|
||
Cash and cash equivalents |
|
4 |
|
|
|
|
|
|
||
Restricted cash, current |
|
5 |
|
|
|
|
|
|
||
Trade receivables, net |
|
6 |
|
|
|
|
|
|
||
Contract assets |
|
18 |
|
|
|
|
|
|
||
Inventories, net |
|
7 |
|
|
|
|
|
|
||
Prepayment and other current assets |
|
8 |
|
|
|
|
|
|
||
Loan due from a related party |
|
22 |
|
|
|
|
|
|
||
Total Current Assets |
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|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
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||
Non-current assets: |
|
|
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|
|
|
|
|
||
Restricted cash, non-current |
|
5 |
|
|
|
|
|
|
||
Right-of-use assets, net |
|
9 |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
10 |
|
|
|
|
|
|
||
Intangible assets, net |
|
11 |
|
|
|
|
|
|
||
Deferred tax assets |
|
21 |
|
|
|
|
|
|
||
Prepayment and other non-current assets |
|
8 |
|
|
|
|
|
|
||
Total Non-Current Assets |
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|
|
|
|
|
|
|
||
Total Assets |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Current Liabilities: |
|
|
|
|
|
|
|
|
||
Trade payables and other liabilities |
|
12 |
|
|
|
|
|
|
||
Tax payable |
|
|
|
|
|
|
|
|
||
Lease liabilities, current |
|
9 |
|
|
|
|
|
|
||
Total Current Liabilities |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Non-current Liabilities: |
|
|
|
|
|
|
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|
||
Employee benefits obligation |
|
15 |
|
|
|
|
|
|
||
Lease liabilities, non-current |
|
9 |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
21 |
|
|
|
|
|
|
||
Provisions |
|
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|
|
|
|
|
|
||
Total Non-Current Liabilities |
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|
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||
Total Liabilities |
|
|
|
|
|
|
|
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||
|
|
|
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|
|
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||
Equity |
|
|
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|
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|
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|
||
Share capital |
|
14 |
|
|
|
|
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||
Share premium |
|
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|
|
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||
Retained earnings |
|
|
|
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
|
|
|
( |
) |
|
|
( |
) |
Equity attributable to Shareholders of the Company |
|
|
|
|
|
|
|
|
||
Non-controlling interests |
|
|
|
|
|
|
|
|
||
Total equity |
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||
|
|
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|
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|
||
Total liabilities and equity |
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|
||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
OMS ENERGY TECHNOLOGIES INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
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Successor |
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Successor |
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Successor |
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Predecessor |
|
||||
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Note |
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For the year |
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For the year |
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For the period |
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For the period |
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||||
|
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US$’000 |
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US$’000 |
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|
US$’000 |
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|
US$’000 |
|
||||
Revenue – third parties |
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|
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||||
Revenue – related parties |
|
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— |
|
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|
— |
|
|
|
— |
|
|
|
|
|
Total revenue |
|
18 |
|
|
|
|
|
|
|
|
|
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||||
|
|
|
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||||
Cost of revenue – third parties |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cost of revenue – related parties |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total cost of revenue |
|
19 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
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|
|
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|
||||
Gross profit |
|
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||||
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|
|
|
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||||
Selling, general and administrative expenses |
|
19 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Operating profit |
|
|
|
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||||
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|
||||
Bargain purchase gain |
|
3 |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Other income/(expense), net – third parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Other income, net – related parties |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Total other (expenses)/income, net |
|
19 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance income – third parties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance income – related parties |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total finance income |
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance cost – third parties |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Finance cost – related parties |
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total finance cost |
|
20 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
21 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income/(loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Items that will not be reclassified to profit or loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation differences |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Changes resulting from actuarial remeasurement of |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive income/(loss), net of tax |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net profit attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholders of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net profit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total comprehensive income attributable to: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Shareholders of the Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted weighted-average shares outstanding |
|
16 |
|
|
|
|
|
|
|
|
|
* |
|
|
||||
Basic and diluted earnings per share (as adjusted) (US$) |
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
* The shares and per share information are adjusted and presented for the period from June 16, 2023 to March 31, 2024 on a retrospective basis to reflect the Share Reorganization as disclosed under Note 14.
The accompanying notes are an integral part of these consolidated financial statements.
F-5
OMS ENERGY TECHNOLOGIES INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
|
No. of |
|
Share |
|
|
Share |
|
|
Retained Earnings |
|
Accumulated |
|
Equity |
|
Non- |
|
Total |
|
|
In thousands |
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
US$’000 |
|
US$’000 |
|
US$’000 |
|
US$’000 |
Successor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2024 |
|
|
|
|
|
|
|
( |
|
|
|
|||||||
Total comprehensive income for the year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
||||
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
||||
Defined benefit plan remeasurements |
|
|
|
— |
|
|
— |
|
|
— |
|
( |
|
( |
|
— |
|
( |
Total comprehensive income for the year |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|||||
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible notes |
|
|
— |
(1) |
|
(2) |
|
— |
|
— |
|
|
— |
|
||||
Total transactions with owners of the |
|
|
— |
|
|
|
|
— |
|
— |
|
|
— |
|
||||
Balance at March 31, 2025 |
|
|
|
|
|
|
|
( |
|
|
|
|||||||
Total comprehensive income for the year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
|
|
|
— |
|
|
— |
|
|
|
— |
|
|
|
||||
Other comprehensive income/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
||||
Defined benefit plan remeasurements |
|
|
|
— |
|
|
— |
|
|
— |
|
( |
|
( |
|
( |
|
( |
Total comprehensive income for the year |
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|||||
Transactions with owners of the Company: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary shares related to |
|
|
— |
(1) |
|
|
|
— |
|
— |
|
|
— |
|
||||
Issuance of representative warrant in |
|
|
|
— |
|
|
( |
|
|
— |
|
— |
|
( |
|
— |
|
( |
Offering cost related to public offering exercise |
|
|
|
— |
|
|
( |
|
|
— |
|
— |
|
( |
|
— |
|
( |
Total transactions with owners of the |
|
|
— |
|
|
|
|
— |
|
— |
|
|
— |
|
||||
Balance at March 31, 2026 |
|
|
|
|
|
|
|
( |
|
|
|
F-6
|
|
No. of |
|
Share |
|
Share |
|
(Accumulated |
|
Accumulated |
|
Equity |
|
Non- |
|
Total |
|
|
In thousands |
|
US$’000 |
|
US$’000 |
|
US$’000 |
|
US$’000 |
|
US$’000 |
|
US$’000 |
|
US$’000 |
Predecessor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2023 |
|
|
|
|
( |
|
( |
|
|
|
||||||
Total comprehensive income for the year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
— |
|
— |
|
|
— |
|
|
|
||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Defined benefit plan remeasurements |
|
|
|
— |
|
— |
|
— |
|
( |
|
( |
|
— |
|
( |
Total comprehensive income/(loss) for the year |
|
— |
|
— |
|
— |
|
|
( |
|
|
|
||||
Balance at June 15, 2023 |
|
|
|
|
( |
|
( |
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 16, 2023** |
|
|
|
|
( |
|
( |
|
( |
|
|
— |
||||
Total comprehensive income for the period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
|
|
|
— |
|
— |
|
|
— |
|
|
|
||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments |
|
|
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Defined benefit plan remeasurements |
|
|
|
— |
|
— |
|
— |
|
( |
|
( |
|
( |
|
( |
Total comprehensive income/(loss) for the |
|
|
|
— |
|
— |
|
|
( |
|
|
|
||||
Balance at March 31, 2024 |
|
|
|
|
|
( |
|
|
|
* The shares and per share information are adjusted and presented for the period from June 16, 2023 to March 31, 2024 on a retrospective basis to reflect the Share Reorganization as disclosed under Note 14.
**
The accompanying notes are an integral part of these consolidated financial statements.
F-7
OMS ENERGY TECHNOLOGIES INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net profit |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjustments for: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation of property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation of right-of-use assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss/(gain) on disposal of property, plant and equipment |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
||
(Reversal of)/allowance for inventories obsolescence |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
(Reversal of)/allowance for expected credit losses |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
Finance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net gain on fair value changes of financial liabilities at fair value |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Loss/(gain) on unrealized foreign exchange |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Gain on bargain purchase |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Trade receivables |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Contract assets |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Inventories |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Prepayment and other assets |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Trade receivables due from related parties |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
Trade and other payables |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Employee benefits obligation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Cash provided by operations: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest received |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income taxes refund |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Income taxes paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from sale of property, plant and equipment |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Cash payment for management buyout |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
Acquisition of property, plant and equipment |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Acquisition of intangible asset |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
(Loan to)/repayment from related parties |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Net cash (used in)/provided by investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Proceeds from issuance of ordinary shares |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Payment of offering cost |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Advances from potential investors |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
Proceeds from loans and borrowings |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Proceeds from loans from related parties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Repayment of loans from related parties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repayment of loans and borrowings |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
Interest paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Payment of lease liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net cash provided by/(used in) financing activities |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Effect of foreign exchange on cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Net increase/(decrease) in cash, cash equivalents and restricted cash |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Cash, cash equivalents and restricted cash at beginning of year/period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash, cash equivalents and restricted cash at end of year/period |
|
|
|
|
|
|
|
|
|
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Less: Restricted cash, non-current |
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The accompanying notes are an integral part of these consolidated financial statements.
F-8
OMS ENERGY TECHNOLOGIES INC. AND ITS SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
OMS Energy Technologies Inc. (the “Company” or “OMSET INC”) is a holding company incorporated on December 27, 2023 in the Cayman Islands. The address of the Company’s registered office is at 89 Nexus Way, Camana Bay, Grand Cayman, KYI-9009, Cayman Islands. The principal executive office of the Company is 10 Gul Circle, Singapore 629566. The Company conducts its business primarily through its subsidiaries in Singapore, Saudi Arabia, Indonesia, Thailand, Malaysia and Brunei.
These consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The Group’s principal activities comprise of manufacturing and sale of specialty connectors and pipes, surface wellhead and Christmas tree, premium threading services, and other ancillary services including repair of drilling tools, tubular goods and accessories.
As of March 31, 2026, the Company’s subsidiaries include the following entities:
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OMS Holdings Pte. Ltd. (“OMS”) and its subsidiaries (the “Predecessor”) were wholly owned subsidiaries of Sumitomo Corporation prior to the Management Buyout event (“MBO” as further defined). OMS and its subsidiaries are collectively the “Predecessor”.
On January 4, 2023, Sumitomo Corporation, which is a Japanese company that is publicly traded on the Tokyo Stock Exchange and OMS Energy Technologies Pte. Ltd. (“OMSET PL”), a newly established entity with a
F-9
From January 4, 2023 through to June 15, 2023, as part of the acquisition, Sumitomo Corporation and OMSET PL completed a series of transactions including settlement of balances due to and from Sumitomo Corporation under a legacy cash pooling arrangement and entering into a new loan agreement with Sumitomo Corporation with principal balance of $
On June 16, 2023, the MBO was executed and completed and OMS is majority-owned by Mr. How along with other minority shareholders indirectly through OMSET PL. Upon the completion of MBO, OMS, OMSET PL, and Mr. How, along with his family and their affiliated entities, ceased to have any relationship with Sumitomo Corporation. OMS, OMSET PL, and Mr. How, along with his family and their affiliated entities, hold no equity interest in Sumitomo Corporation and Sumitomo Corporation holds no equity interest in OMS or OMSET PL. Furthermore, Mr. How, OMSET PL, and OMS have not received any financial support from Sumitomo Corporation or its related parties for the MBO. OMSET PL’s acquisition of OMS from Sumitomo Corporation meets the definition of a business combination as OMS is a business that has input (including all the equipment, staffs and other economic resources), process (including all the manufacturing processes, systems and standards, and rules and etc.) and output (products and services ready to be provided to customers). OMSET PL is the acquirer in the transaction as it obtains control of OMS through direct ownership interest in OMS. Therefore, OMSET PL would apply IFRS 3 — “Business Combinations” and account for the acquisition of OMS by identifying, recognizing, and measuring all identifiable assets acquired and liabilities assumed and recognize a bargain purchase gain for the difference between net identifiable assets acquired and consideration paid.
To facilitate the initial public offering in the United States, Mr. How formed OMSET INC on December 23, 2023. On March 28, 2024, OMSET INC distributed newly issued shares to OMSET PL in exchange for 100% of the shares of OMS owned by OMSET PL. As a result, OMSET INC was owned by OMSET PL and OMSET INC in turn owned OMS. On March 31 and May 7 2024, the shares of OMSET INC owned by OMSET PL were distributed to its shareholders — Mr. How, the controlling shareholder, and other minority shareholders — for nominal consideration. As a result, OMSET PL no longer has direct or indirect ownership of OMS and became a shell company. There are no other entities above OMSET INC — it is now the ultimate parent company. (the “Reorganization”). OMSET INC and its subsidiaries are collectively the “Successor” or the “Group”. Since OMSET PL was formed to acquire OMS and disposed of its indirect interest in OMS shortly after the acquisition, it would be appropriate to view the substance of the various transactions as an acquisition of OMS by OMSET INC on June 16, 2023.
These consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”). The consolidated financial statements were authorized for issue by the Board of Directors on June 25, 2026.
These consolidated financial statements have been prepared on the historical cost basis except as otherwise indicated in the accounting policies.
These consolidated financial statements are presented in U.S. dollars (“USD” or “US$” or “$”), which is the functional and reporting currency of the Predecessor and the Successor, except for the following subsidiaries, where (i) the functional currency of OMS Oilfield Services Arabia Limited is Saudi Riyal (“SAR”); (ii) the functional currency of OMS Oilfield Holdings Sdn. Bhd., OMS Oilfield Services Sdn. Bhd. and Top Pentagon Sdn. Bhd. is Malaysian Ringgit (“MYR”); and (iii) the functional currency of OMS Oilfield Services (Thailand) Ltd. is Thai Baht (“THB”). The Predecessor and the Successor and its subsidiaries each determine their functional currency based on the currency of the primary economic environment in which they operate.
The preparation of consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.
F-10
Information about critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:
The Group has applied the following amendments to the IFRS Accounting Standards for the first time for the annual period beginning on April 1, 2025.
The application of these amendments to the IFRS Accounting Standards does not have a material effect on the consolidated financial statements.
Subsidiaries are entities controlled by the Predecessor and the Successor. The Predecessor and the Successor control an entity when they are exposed to, or have rights to, variable returns from their involvement with the entity and have the ability to affect those returns through their power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Non-controlling interests represent the equity in subsidiaries not attributable, directly or indirectly, to Shareholders of the Predecessor and the Successor, and are presented separately in the consolidated statement of financial position within equity. Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a deficit balance.
Investments in associates are accounted for using the equity method. Associates are those entities in which the Predecessor and the Successor have significant influence, but not control or joint control, over the financial and operating policies of these entities. A significant influence is presumed to exist when the Predecessor and the Successor hold between
Equity-method investments are recognized initially at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Predecessor and the Successor’s share of the profit or loss and other comprehensive income of the associates, from the date that significant influence commences until the date that significant influence ceases.
When the Predecessor and the Successor’s share of losses exceeds its interest in an associate, the carrying amount of the investment, together with any long-term interests that form part thereof, is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Predecessor and the Successor have an obligation to fund the associate’s operations or have made payments on behalf of the associate. The results and net assets of associate with financial year end other than March 31, with the difference between the reporting date of the associate and that of the Predecessor and the Successor to be not longer than three months, are incorporated into the consolidated financial statements based on its latest available financial statements as it is otherwise impracticable to use the financial statements of the associate as of the same date as the consolidated financial statements of the Predecessor and the Successor.
F-11
The Predecessor and the Successor cease to use the equity method as of the date on which an investment ceases to be an associate. Any investment remaining in the former associate is measured at fair value. The difference between the fair value of the remaining investment and any consideration from the realization of part of the investment and the carrying value of the investment at the time the use of the equity method is discontinued is recognized in profit or loss. Amounts previously recognized in other comprehensive income with respect to the same investment are treated in the same manner that would have been required if the invested entity had itself realized the related assets or related liabilities.
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Predecessor and the Successor’s interest in the associates. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
The Successor completed the MBO on June 16, 2023, which applied IFRS 3 — Business Combination and was accounted for using an acquisition method when the acquired activities and assets meet the definition of a business and control is transferred to the Successor.
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 non-controlling 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 statements of profit or loss and other comprehensive income.
Before recognizing a gain on a bargain purchase, the Successor reassesses whether it has correctly identified all the assets acquired and all of the liabilities assumed and shall recognize any additional assets or liabilities that are identified in that review. The Successor then reviews the procedures used to measure the amounts IFRS 3 requires to be recognized at the acquisition date for all the following:
Transactions in foreign currencies are translated to the respective functional currencies of the Predecessor and the Successor’s entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date when the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated at the exchange rate at the date of the transaction. Foreign currency differences are recognized in profit or loss.
The assets and liabilities of foreign operations are translated to U.S. dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to U.S. dollars at average exchange rates.
F-12
Translation of foreign currencies into US$
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Period-end MYR: US$1 exchange rate |
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Period-average SAR: US$1 exchange rate |
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Foreign currency differences are recognized in other comprehensive income (“OCI”) and presented in the foreign currency translation reserve in equity except to the extent that the translation difference is allocated to non-controlling interests (“NCI”). When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Predecessor and the Successor disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to NCI. When the Predecessor and the Successor dispose of only part of their investments in an associate that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely to occur in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation are recognized in OCI and are presented in the translation reserve in equity.
Trade receivables are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Predecessor and the Successor become parties to the contractual provisions of the instrument.
A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus transaction costs that are directly attributable to its acquisition or issuance. A trade receivable without a significant financing component is initially measured at the transaction price.
On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (“FVOCI”); or fair value through profit or loss (“FVTPL”).
Financial assets are not reclassified subsequent to their initial recognition unless the Predecessor and the Successor change their business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
F-13
A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
All financial assets not classified as measured at amortized cost or FVOCI are measured at FVTPL. On initial recognition, the Predecessor and the Successor may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets: Business model assessment
The Predecessor and the Successor make an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes:
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Predecessor and the Successor’s continuing recognition of the assets.
Financial assets that are held-for-trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Predecessor and the Successor consider the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Predecessor and the Successor consider:
F-14
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets: Subsequent measurement and gains and losses
Financial assets at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Financial assets at FVOCI
These assets are subsequently measured at fair value. Interest income is calculated using the effective interest method. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss.
Financial liabilities are classified as measured at amortized cost.
Financial liabilities are initially measured at fair value less directly attributable transaction costs. They are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. These financial liabilities comprised trade and other payables, and loans and borrowings.
The Predecessor and the Successor derecognize a financial asset when the contractual rights to the cash flows from the financial asset expire, or they transfer the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Predecessor and the Successor neither transfer nor retain substantially all of the risks and rewards of ownership and they do not retain control of the financial asset.
Where the Predecessor and the Successor enter into transactions whereby they transfer assets recognized in their statements of financial position but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.
The Predecessor and the Successor derecognize a financial liability when their contractual obligations are discharged or cancelled, or expire. The Predecessor and the Successor also derecognize a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
F-15
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Predecessor and the Successor currently have a legally enforceable right to set off the amounts and they intend either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
A number of the Predecessor and the Successor’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.
As part of an established control framework, significant unobservable inputs and valuation adjustments are regularly reviewed. If third party information, such as broker quotes or pricing services, is used to measure fair values, such information is assessed to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.
When measuring the fair value of an asset or a liability, the Predecessor and the Successor use observable market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement (with Level 3 being the lowest). The Predecessor and the Successor recognize transfers between levels of the fair value hierarchy as of the end of the reporting year during which the change occurred.
The Predecessor and the Successor recognize loss allowances for ECLs on financial assets measured at amortized cost and contract assets.
Loss allowances are measured on either of the following bases:
The Predecessor and the Successor apply the simplified approach to provide for ECLs for all trade receivables and contract assets. The simplified approach requires the loss allowance to be measured at an amount equal to lifetime ECLs. The Predecessor and the Successor apply the general approach of 12-month ECL at initial recognition for all other financial assets.
Measurement of ECLs
ECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Predecessor and the Successor expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
F-16
Credit-impaired financial assets
At each reporting date, the Predecessor and the Successor assess whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is credit-impaired includes the following observable data:
Presentation of allowance for ECLs in the statement of financial position
Loss allowances for financial assets measured at amortized cost and contract assets are deducted from the gross carrying amount for these assets.
Write-off
The gross carrying amount of a financial asset is reduced when the Predecessor and the Successor have no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. This is generally the case when the Predecessor and the Successor determine that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Predecessor and the Successor’s procedures for recovery of amounts due.
At each reporting date, the Predecessor and the Successor review the carrying amounts of their non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its estimated recoverable amount.
For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis.
Impairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
F-17
Items of property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use, the estimate of the costs of dismantling and removing the items and restoring the site on which they are located when the Predecessor and the Successor have an obligation to remove the asset or restore the site and capitalized borrowing costs. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment (calculated as the difference between the net proceeds from disposal and the carrying amount of the item) is recognized in profit or loss.
The cost of replacing a component of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the component will flow to the Predecessor and the Successor and its cost can be measured reliably. The carrying amount of the replaced component is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets are assessed and if a component has a useful life that is different from the remainder of that asset, that component is depreciated separately.
Depreciation is recognized as an expense in profit or loss on a straight-line basis over the estimated useful lives (or lease term, if shorter) of each component of an item of property, plant and equipment, unless it is included in the carrying amount of another asset. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Predecessor and the Successor will obtain ownership by the end of the lease term.
Depreciation is recognized from the date that the property, plant and equipment are installed and are ready for use, or in respect of internally constructed assets, from the date that the asset is completed and ready for use. Depreciation of land is recognized only for leasehold land based on the terms of the lease (i.e. 60 years) for the land as the leasehold land has a limited useful life and therefore is a depreciable asset.
The estimated useful life for the current and comparative years are as follows:
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F-18
Intangible assets that are acquired by the Predecessor and the Successor and have finite useful lives are measured at cost less accumulated amortization and accumulated impairment losses.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.
Amortization is calculated based on the cost of the asset, less its residual value.
Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use.
The estimated useful life of computer software for the current and comparative years is
Amortization methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate.
At inception of a contract, the Predecessor and the Successor assess whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. When the Predecessor and the Successor have the right to obtain and direct substantially all of the economic benefits from the use of the identified asset throughout the period of use, the contract conveys the right to control the use of the identified asset.
As a lessee
At commencement or on modification of a contract that contains a lease component, the Predecessor and the Successor allocate the consideration in the contract to each lease component on the basis of its relative stand-alone prices. The Predecessor and the Successor have elected the practical expedient under IFRS 16 for lease of property, not to separate non-lease components from lease components, and instead account for the lease and non-lease components as a single lease component. The Predecessor and the Successor recognize a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Predecessor and the Successor by the end of the lease term or the cost of the right-of-use asset reflects that the Predecessor and the Successor will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The right-of-use asset is subsequently stated at cost less accumulated depreciation and impairment losses.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Predecessor and the Successor’s incremental borrowing rate. Most of the Predecessor and the Successor’s lease agreements does not have an interest rate implicit in the lease, and therefore, the Company uses its incremental borrowing rate as the discount rate to calculate the present value of the lease payments.
The Predecessor and the Successor determine their incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
F-19
Lease payments included in the measurement of the lease liability comprise the following:
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Predecessor and the Successor’s estimate of the amount expected to be payable under a residual value guarantee, if the Predecessor and the Successor change their assessment of whether they will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Predecessor and the Successor present right-of-use assets that do not meet the definition of investment property in ‘property, plant and equipment’ and lease liabilities in the statement of financial position.
Short-term leases and leases of low-value assets
The Predecessor and the Successor have elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases. Short-term leases are leases with initial term of 12 months or less. The Predecessor and the Successor recognize the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is calculated using the weighted average cost formula, and includes expenditure incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, the cost of inventories includes an appropriate share of production overheads calculated based on normal operating capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Inventories are written down to the net realizable value when the net realizable value is lower than the cost.
A contract asset is recognized when the Predecessor and the Successor’s right to consideration is conditional on something other than the passage of time. A contract asset is subject to impairment (see Note 2.4(b)).
Cash and cash equivalents are comprised of cash in bank balances, cash on hand and short-term fixed deposits with original maturity of three months or less that is used by The Predecessor and the Successor in the management of their short-term commitments.
The Predecessor and the Successor believe that the cash and cash equivalents placed with commercial banks within the respective jurisdictions of operations are of high credit quality and continuously monitors the credit worthiness of these commercial banks. The Predecessor and the Successor face no restriction associated with the transfer of cash outside the current operating jurisdictions.
Cash deposits in bank accounts in Brunei with maximum amount of BND
F-20
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an employee benefit expense in profit or loss in the years during which services are rendered by employees.
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Employees in certain jurisdictions are eligible for long service payments in the event their employment is terminated. These payments are typically determined as a percentage of current salary based on the number of years of employment. The cost of providing benefits under these provisions is determined using the projected unit credit actuarial valuation method. The plans are unfunded and are settled directly as they fall due.
Defined benefit costs comprise the following:
Service costs which include current service costs, past service costs and gains or losses on non-routine settlements are recognized as expense in profit or loss. Past service costs are recognized when plan amendment or curtailment occurs.
Net interest on the net defined benefit liability is the change during the period in the net defined benefit liability that arises from the passage of time, which is determined by applying the discount rate to the net defined benefit liability. Net interest on the net defined liability is recognized as expense or income in profit or loss.
Remeasurement of the net defined benefit liability comprises actuarial gains and losses, and are recognized immediately in OCI in the period in which they arise. Remeasurements are recognized in retained profits within equity and are not reclassified to profit or loss in subsequent periods.
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Predecessor and the Successor have a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
Employee entitlements to annual leave are recognized when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the reporting date.
A provision is recognized if, as a result of a past event, the Predecessor and the Successor have a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance costs.
F-21
Warrants issued by the Company are assessed on initial recognition to determine whether they meet the definition of an equity instrument:
Subsequent to initial recognition, warrant liabilities are measured at fair value through profit or loss ("FVTPL"), with changes in fair value recognized in profit or loss in the period in which they arise.
The Predecessor and the Successor recognize revenue as or when it satisfies its performance obligations. The Predecessor and the Successor earn revenue predominantly from the following:
The Predecessor and the Successor manufacture and sell primarily specialty connectors and pipes, surface wellhead and Christmas tree to customers in the oil and gas industry under individual customer purchase orders, some of which have underlying master sales agreements that specify terms governing the product sales. Each contract with the customer contains a single performance obligation which is the sale of specific products by the Predecessor and the Successor. The consideration for each performance obligation is determined based on the number of products ordered times the unit price of the products as stipulated in the contract.
The Predecessor and the Successor recognize such revenue at the point in time when control of the products is transferred to the customer, which is generally when the products are dispatched from the Predecessor and the Successor’s warehouse or when the products are delivered to the customer’s designated location, based on the terms of the contract with the customer. At that point of transfer, the customer can direct the use of the goods and obtain substantially all of the economic benefits from the goods. In assessing whether collection of consideration from a customer is probable, the Predecessor and the Successor consider the customer’s ability and intention to pay that amount of consideration when it is due.
Payment of invoices is typically due 30 to 90 days from the invoice date, which occurs on the date of transfer of control of the products to the customer. Since the payment terms are less than a year, the Predecessor and the Successor have elected the practical expedient and does not assess whether a customer contract has a significant financing component.
The Predecessor and the Successor offer premium threading services and other ancillary services, which include machining services for oil country tubular goods, repair and remanufacture services, inspection services and engineering and testing services to the customers in the oil and gas industry based on their specific requirements under individual customer purchase orders, some of which have underlying master sales agreements.
Each contract with the customer contains a single performance obligation which is the provision of specified services by the Predecessor and the Successor. The consideration for each performance obligation is determined based on the number of services ordered times the unit price of the services as stipulated in the contract.
When the Predecessor and the Successor render services to its customers, the performance obligation is satisfied at the point in time when the requested service is completed and accepted by the customer. Within each customer purchase order, the customer specifies the quantity of products to receive the requested service. Upon the completion of the services, customer picked up the products that received the requested services and performed necessary examination and provides customer acceptance notice to the Predecessor and the Successor if all service specification is met. Customer obtains the control of the services upon the time it picked up the products that received the requested services and completed its examination and issued the customer acceptance notice.
Payment of invoices is typically due 30 to 90 days from the invoice date. Since the payment terms are less than a year, the Predecessor and the Successor have elected the practical expedient and does not assess whether a customer contract has a significant financing component.
F-22
Finance income comprises interest income on bank deposits. Interest income is recognized as it accrues in profit or loss, using the effective interest method.
Finance costs comprise interest expense on borrowings.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.
Cayman Islands
Corporate income tax is not imposed on corporations in the Cayman Islands.
Singapore
Our Singapore subsidiaries are subject to a statutory income tax rate of
Saudi
Our subsidiary, OMS Oilfield Services Arabia Limited, is subject to a statutory income tax rate of
Malaysia
Malaysia profits tax has been provided for at the rate of
Indonesia
Indonesia subsidiary is subject to a statutory income tax rate of
Brunei
Brunei subsidiary is subject to a statutory income tax rate of
Thailand
Our subsidiary, OMS Oilfield Services (Thailand) Limited, is subject to a statutory income tax rate of
Income tax expense comprises current and deferred taxes. Current tax and deferred tax are recognized in profit or loss except to the extent that it related to items recognized directly in equity or in OCI.
The Predecessor and the Successor have determined that interest and penalties related to income taxes, including uncertain tax treatments, do not meet the definition of income taxes, and therefore accounted for them under IAS 37 Provisions, Contingent Liabilities and Contingent Assets.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The amount of current tax payable or receivables is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
F-23
Deferred tax liabilities are recognized for all taxable temporary differences, except:
Deferred tax assets are recognized for all deductible temporary differences, and the carryforward of unused tax credits and any unused tax losses. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, the carryforward of unused tax credits and unused tax losses can be utilized, except:
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
In determining the amount of current and deferred tax, the Predecessor and the Successor take into account the impact of uncertain tax positions and whether additional taxes and interest may be due. The Predecessor and the Successor believes that its accruals for income tax liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Predecessor and the Successor to change its judgment regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact income tax expense in the period that such a determination is made.
For the purpose of these consolidated financial statements, parties are considered to be related to the Predecessor and the Successor if the Predecessor and the Successor have the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Predecessor and the Successor and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
The Successor present basic and diluted earnings per share data for their Ordinary Shares. Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary shareholders of the Successor by the weighted-average number of Ordinary Shares outstanding during the year, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted-average number of Ordinary Shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential Ordinary Shares.
F-24
An operating segment is a component of the Predecessor and the Successor that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Predecessor and the Successor’s other components. The Predecessor and the Successor operate in
The
Segment results, assets and liabilities that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
A number of new accounting standards are effective for the annual reporting periods beginning after April 1, 2025 and earlier application is permitted. However, the Group has not early adopted the following new or amended accounting standards in preparing these consolidated financial statements.
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual periods beginning on or after January 1, 2027. The new standard introduces the following key new requirements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group’s statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs.
The following new and amended IFRS Accounting Standards are not expected to have a significant impact on the Group's consolidated financial statements.
F-25
As stated in Note 1 regarding the MBO, since OMSET PL was formed to acquire OMS and disposed of its indirect interest in OMS shortly after the acquisition, it would be appropriate to view the substance of the various transactions as an acquisition of OMS by OMSET INC on
The Company completed a business combination on June 16, 2023, whereby OMSET INC acquired OMS through the formation and subsequent restructuring of OMSET PL. This business combination has been recorded in the financial statements as of and for the periods ended on or after the acquisition date, in accordance with IFRS 3. The allocation of the acquisition-date purchase price is presented below for informational purposes and has not changed since the acquisition date.
At the acquisition date, the Company determined the fair values of identifiable assets acquired and liabilities assumed using a combination of replacement cost and market approaches, in accordance with IFRS 3 guidance. Acquisition-related costs were expensed as incurred in general and administrative expenses and were not material.
The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of predecessor:
At acquisition date |
|
US$’000 |
|
|
Property, plant and equipment |
|
|
|
|
Intangible assets |
|
|
|
|
Right-of-use assets |
|
|
|
|
Inventories |
|
|
|
|
Trade receivables |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Other assets |
|
|
|
|
Trade payables |
|
|
( |
) |
Amount due to related parties |
|
|
( |
) |
Lease liabilities |
|
|
( |
) |
Borrowings |
|
|
( |
) |
Deferred tax liabilities, net |
|
|
( |
) |
Tax provision |
|
|
( |
) |
Other liabilities |
|
|
( |
) |
Fair value of net assets acquired |
|
|
|
|
Less: Purchase consideration |
|
|
( |
) |
Bargain purchase gain |
|
|
|
|
The Successor recognized a bargain purchase gain of $
F-26
Unaudited Pro Forma Financial Information
The acquired business contributed revenue of $
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Cash on hand |
|
|
|
|
|
|
||
Cash in bank |
|
|
|
|
|
|
||
Time deposits |
|
|
|
|
|
|
||
Total cash and cash equivalents |
|
|
|
|
|
|
||
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Restricted cash, current |
|
|
|
|
|
|
||
Restricted cash, non-current |
|
|
|
|
|
|
||
Total restricted cash |
|
|
|
|
|
|
||
The restricted cash represents time deposits in banks pledged as security to bank guarantees issued for services to be provided by the Group to their customers and for corporate credit cards. Restricted cash is classified as current if the Group expects to complete related service or terminate the related credit cards agreements within one year, and as non-current if otherwise.
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Trade receivables |
|
|
|
|
|
|
||
Less: Allowance for expected credit losses |
|
|
( |
) |
|
|
( |
) |
Total trade receivables, net |
|
|
|
|
|
|
||
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
The exposure of trade receivables to credit and market risks, and impairment losses for trade receivables are disclosed in Note 23.
F-27
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Raw Materials |
|
|
|
|
|
|
||
Work-in-progress |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Less: Allowance for inventories obsolescence |
|
|
( |
) |
|
|
( |
) |
Total inventories, net |
|
|
|
|
|
|
||
For the year ended March 31, 2026, inventories cost of $
Allowance for inventories obsolescence amounted to $
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Prepayment, current |
|
|
|
|
|
|
||
Goods and services tax receivable, net |
|
|
|
|
|
|
||
Deposits, current |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Prepayment and other current assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Prepayment, non-current |
|
|
|
|
|
|
||
Deferred offering costs |
|
|
— |
|
|
|
|
|
Deposits, non-current |
|
|
|
|
|
|
||
Prepayment and other non-current assets |
|
|
|
|
|
|
||
The Predecessor and Successor predominantly leases land and buildings. The leases typically run for a period between
|
|
Total |
|
|
|
|
US$’000 |
|
|
Successor |
|
|
|
|
Carrying Amounts: |
|
|
|
|
As at March 31, 2024 |
|
|
|
|
Additions |
|
|
|
|
Disposals |
|
|
( |
) |
Depreciation |
|
|
( |
) |
Effect of movements in exchange rates |
|
|
|
|
As at March 31, 2025 |
|
|
|
|
Additions |
|
|
|
|
Depreciation |
|
|
( |
) |
Effect of movements in exchange rates |
|
|
|
|
As at March 31, 2026 |
|
|
|
|
F-28
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Lease liabilities – current |
|
|
|
|
|
|
||
Lease liabilities – non-current |
|
|
|
|
|
|
||
Total lease liabilities |
|
|
|
|
|
|
||
As at March 31, 2026 and 2025, the potential future cash outflows that have not been included in lease liability because it is not reasonably certain that the leases will be extended is insignificant.
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Depreciation charge for right-of-use assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest on lease liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Expenses relating to short-term lease and low |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Total cash outflow for leases |
|
|
|
|
|
|
|
|
|
|
|
|
||||
F-29
Reconciliation of carrying amount
|
|
Land and |
|
|
Computer |
|
|
Motor |
|
|
Plant and |
|
|
Total |
|
|||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||||
Successor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As at March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Disposals |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Effect of movements in exchange rates |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
As at March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Additions |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Disposals |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of movements in exchange rates |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||||
As at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Land and |
|
|
Computer |
|
|
Motor |
|
|
Plant and |
|
|
Total |
|
|||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||||
Successor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated depreciation and impairment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As at March 31, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Disposals |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
||||
Effect of movements in exchange rates |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
As at March 31, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Disposals |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effect of movements in exchange rates |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
As at March 31, 2026 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying amounts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As at March 31, 2025 (Successor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
As at March 31, 2026 (Successor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Management reviews the estimated useful lives and residual value of the assets annually in order to determine the amount of depreciation expense to be recorded during any reporting year. The depreciation expense recorded for the Successor for the years ended March 31, 2026 and 2025, period from June 16, 2023 to March 31, 2024 and the Predecessor period from April 1, 2023 to June 15, 2023 are $
Reconciliation of carrying amount
|
|
Software |
|
|
Other |
|
|
Total |
|
|||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||
Successor |
|
|
|
|
|
|
|
|
|
|||
Cost: |
|
|
|
|
|
|
|
|
|
|||
As at March 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Disposals |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
As at March 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Additions |
|
|
|
|
|
— |
|
|
|
|
||
Effect of movements in exchange rates |
|
|
|
|
|
— |
|
|
|
|
||
As at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|||
F-30
|
|
Software |
|
|
Other |
|
|
Total |
|
|||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||
Successor |
|
|
|
|
|
|
|
|
|
|||
Accumulated amortization and impairment losses: |
|
|
|
|
|
|
|
|
|
|||
As at March 31, 2024 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Disposals |
|
|
|
|
|
— |
|
|
|
|
||
As at March 31, 2025 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Additions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of movements in exchange rates |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
As at March 31, 2026 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|||
Carrying amounts: |
|
|
|
|
|
|
|
|
|
|||
At March 31, 2025 (Successor) |
|
|
|
|
|
|
|
|
|
|||
At March 31, 2026 (Successor) |
|
|
|
|
|
|
|
|
|
|||
The amortization of intangible assets is predominantly included in “selling, general and administrative” expenses with the remaining recognized in "cost of revenue".
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Trade payables |
|
|
|
|
|
|
||
Non-trade payables |
|
|
|
|
|
|
||
Accruals |
|
|
|
|
|
|
||
Goods and services tax payable, net |
|
|
|
|
|
|
||
Warrant liabilities |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
Total trade payables and other liabilities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Trade payables are normally settled on
Other payables relate to non-trade payables to third parties. They are non-interest bearing and have an average term of
F-31
On May 14, 2025, the Company issued to Roth Capital Partners, LLC, as the representative of the underwriters of the initial public offering, warrants to purchase
Management considers that the cashless exercise feature results in the warrants failing the "fixed-for-fixed" criterion under IAS 32, as a cashless exercise may result in the delivery of a variable number of ordinary shares rather than a fixed number of shares for a fixed amount. Accordingly, the warrants are classified as financial liabilities measured at FVTPL.
Fair value
During the year ended March 31, 2026, the decrease in fair value of the warrant liabilities of $
|
|
Number of warrants |
|
|
Fair value of warrant liability |
|
||
|
|
|
|
|
US$’000 |
|
||
As at April 1, 2025 |
|
|
|
|
|
|
||
Warrants issued |
|
|
|
|
|
|
||
Change in fair value |
|
|
|
|
|
( |
) |
|
As at March 31, 2026 |
|
|
|
|
|
|
||
Warrant liabilities are classified as Level 3 instruments under the IFRS 13 fair value hierarchy. The fair value is determined using the Black Scholes Option Pricing Model. The key inputs into the Black Scholes Option Pricing Model were as follows: time to maturity, current share price, strike price, risk-free rate, dividend yield and expected volatility.
Expected volatility of the Company's share price (
The Group’s exposure to currency and liquidity risks related to trade payables and other liabilities are disclosed in Note 23.
|
|
|
|
|
|
|
|
Successor |
|
|
Successor |
|
|
||
|
|
Original |
|
Year of |
|
Interest |
|
As of |
|
|
As of |
|
|
||
|
|
|
|
|
|
% |
|
US$’000 |
|
|
US$’000 |
|
|
||
Lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
F-32
|
|
Loans and |
|
|
Lease |
|
|
Total |
|
|||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||
Successor |
|
|
|
|
|
|
|
|
|
|||
As at March 31, 2024 |
|
|
|
|
|
|
|
|
|
|||
Changes from financing cash flows |
|
|
|
|
|
|
|
|
|
|||
Repayment of loans and borrowings |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Interest paid |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Payment of lease liabilities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total changes from financing cash flows |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of changes in foreign exchange rates |
|
|
— |
|
|
|
|
|
|
|
||
Other changes liability-related |
|
|
|
|
|
|
|
|
|
|||
Recognition of lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Termination of lease liabilities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Interest expenses |
|
|
|
|
|
|
|
|
|
|||
Total liability-related other changes |
|
|
|
|
|
|
|
|
|
|||
As at March 31, 2025 |
|
|
|
|
|
|
|
|
|
|||
Changes from financing cash flows |
|
|
|
|
|
|
|
|
|
|||
Interest paid |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Payment of lease liabilities |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total changes from financing cash flows |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Effect of changes in foreign exchange rates |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Other changes liability-related |
|
|
|
|
|
|
|
|
|
|||
Recognition of lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Interest expenses |
|
|
|
|
|
|
|
|
|
|||
Total liability-related other changes |
|
|
|
|
|
|
|
|
|
|||
As at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|||
Information about the exposure of loans and borrowings to relevant financial risks (interest rate and liquidity risk) is disclosed in Note 23.
F-33
|
|
Successor |
|
|
Successor |
|
||||
|
|
As of March 31, |
|
|
As of March 31, |
|
||||
|
|
No. of shares |
|
US$’000 |
|
|
No. of shares |
|
US$’000 |
|
Issued and fully paid ordinary shares: |
|
|
|
|
|
|
|
|
|
|
As at the beginning of year |
|
|
|
|
|
|
||||
Issuance of ordinary shares related to public offering exercise |
|
|
— |
(1) |
|
— |
|
— |
|
|
Conversion of convertible notes |
|
— |
|
— |
|
|
|
— |
(1) |
|
As at end of year |
|
|
|
|
|
|
||||
(1) Amount is not significant as less than $1,000 |
|
|
|
|
|
|
|
|
|
|
Ordinary shares
All shares rank equally with regard to the Predecessor and the Successor’s residual assets. The holders of Ordinary Shares are entitled to receive dividends as declared from time to time, and are entitled to one vote per share.
During the year ended March 31, 2023, the shareholders of OMS approved the issuance of
During the year ended March 31, 2023, the Predecessor entered into agreements to dispose of its entire interests in its associates for a total cash consideration of US$
On December 27, 2023, at incorporation, the Successor issued
On April 11, 2024, all of the shareholders of the Successor approved a share redesignation and change of authorized share capital, pursuant to which (i) each issued and unissued Class A Ordinary Shares was redesignated into
On May 7, 2024, the Company completed the share reorganization by further allotting
F-34
On September 30, 2024, the convertible bond investors elected to convert $
On October 23, 2024, to facilitate the initial public offering and as part of the final step of the Company’s reorganization process, the Company issued a total of
The Company considered the above allotment of
On April 28, 2025, SEC declared the registration statement on Form F-1, as amended (File Number 333-282986) for initial public offering to be effective. Subsequently, on May 13, 2025, the Group completed initial public offering in which issuing and selling an aggregate of
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations.
Share premium is the difference between the issue price and the par value of the shares.
F-35
|
|
Successor |
|
|
Successor |
|
||
|
|
For the |
|
|
For the |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Balance at beginning of year |
|
|
|
|
|
|
||
Expenses charged to statement of profit or loss |
|
|
|
|
|
|
||
Actuarial remeasurement charged to other |
|
|
|
|
|
|
||
Payment during the year |
|
|
( |
) |
|
|
( |
) |
Foreign currency translation effect |
|
|
( |
) |
|
|
( |
) |
Balance as at end of year |
|
|
|
|
|
|
||
|
|
Successor |
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
|||
|
|
For the |
|
For the |
|
|
For the period |
|
|
For the period |
|
|||
|
|
US$’000 |
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||
Current service cost |
|
|
|
|
|
|
|
|
|
|
||||
Past service cost |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Interest cost |
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
2026 |
|
2025 |
Discount rate (per annum) |
|
|
||
Salary growth rate |
|
|
|
|
2026 |
|
|
2025 |
|
||
Discount rate (per annum) |
|
|
|
|
|
|
||
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|||
Salary growth rate |
|
|
|
|
|
|
||
|
|
|
|
|
|
|||
|
|
( |
) |
|
|
( |
) |
|
At March 31, 2026, the weighted-average duration of the defined benefits obligation was
F-36
The calculation of basic and diluted earnings per share has been based on the following profit attributable to ordinary shareholders and weighted-average number of ordinary shares outstanding.
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||
Profit for the year/period |
|
|
|
|
|
|
|
|
|
|||
Less: Gain attributable to non-controlling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Profit for the year/period attributable to shareholders |
|
|
|
|
|
|
|
|
|
|||
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|||
Issued ordinary shares at the beginning of year/period |
|
|
|
|
|
|
|
|
|
|||
Issuance of ordinary shares related to public offering exercise |
|
|
|
|
|
— |
|
|
|
— |
|
|
Effect of conversion of convertible notes |
|
|
— |
|
|
|
|
|
|
— |
|
|
Weighted-average number of ordinary shares at the end of year/period |
|
|
|
|
|
|
|
|
|
|||
Warrants are included in the calculation of diluted earnings per share only to the extent that the market price of the ordinary shares exceeds the exercise price of the warrants except where such inclusion would be anti-dilutive. For the year ended March 31, 2026, 2025 and 2024, the Company had
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|||
|
|
US$ |
|
|
US$ |
|
|
US$ |
|
|||
Basic and diluted earnings per share attributable to shareholders (as adjusted) |
|
|
|
|
|
|
|
|
|
|||
F-37
Geographic allocation
The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, assesses the performance of the operating segments and allocates resources based on segment revenue and segment profit/(loss). Segment profit/(loss) is measured as the profit or loss after income tax of each operating segment and includes all items of income and expense attributable or allocated to the segment, including the corporate costs of the Company, which are reported within “Cayman and others”. Accordingly, the total of segment profit/(loss) equals consolidated net profit and no reconciling items arise. Revenue is allocated based on the geographical location of the operations.
The six reportable segments are Saudi Arabia, Singapore, Malaysia, Thailand, Indonesia, and Cayman and others. “Cayman and others” comprises the Company’s corporate activities in the Cayman Islands (country of domicile) and the operations in Brunei and, until its deregistration on October 1, 2025, Australia. The specified amounts below are those included in the measure of segment profit/(loss) reviewed by the CODM.
Year ended March 31, 2026 (Successor)
|
|
Saudi |
|
|
Singapore |
|
|
Malaysia |
|
|
Thailand |
|
|
Indonesia |
|
|
Cayman |
|
|
Total |
|
|||||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||||||
2026 (Successor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenue |
|
|
91,846 |
|
|
|
28,839 |
|
|
|
12,803 |
|
|
|
13,308 |
|
|
|
15,677 |
|
|
|
3,116 |
|
|
|
165,589 |
|
Inter-segment revenue |
|
|
(85 |
) |
|
|
(9,572 |
) |
|
|
(22 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(9,679 |
) |
Revenue from external customers |
|
|
91,761 |
|
|
|
19,267 |
|
|
|
12,781 |
|
|
|
13,308 |
|
|
|
15,677 |
|
|
|
3,116 |
|
|
|
155,910 |
|
Segment profit/(loss) |
|
|
25,665 |
|
|
|
4,066 |
|
|
|
2,668 |
|
|
|
2,071 |
|
|
|
2,653 |
|
|
|
(3,245 |
) |
|
|
33,878 |
|
Included in the measure of segment profit/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue |
|
|
(64,062 |
) |
|
|
(13,368 |
) |
|
|
(8,176 |
) |
|
|
(10,238 |
) |
|
|
(10,873 |
) |
|
|
(1,963 |
) |
|
|
(108,680 |
) |
Selling, general and administrative expenses |
|
|
(1,513 |
) |
|
|
(4,278 |
) |
|
|
(1,111 |
) |
|
|
(297 |
) |
|
|
(1,378 |
) |
|
|
(3,796 |
) |
|
|
(12,373 |
) |
Finance income (interest revenue) |
|
|
1,705 |
|
|
|
490 |
|
|
|
153 |
|
|
|
126 |
|
|
|
186 |
|
|
|
933 |
|
|
|
3,593 |
|
Finance cost (interest expense) |
|
|
(52 |
) |
|
|
(215 |
) |
|
|
(24 |
) |
|
|
(49 |
) |
|
|
(57 |
) |
|
|
(7 |
) |
|
|
(404 |
) |
Other income/expenses, net |
|
(168 |
) |
|
2,655 |
|
|
(400 |
) |
|
(690 |
) |
|
(1,133 |
) |
|
85 |
|
|
349 |
|
|||||||
Income tax expense |
|
|
(2,006 |
) |
|
|
(485 |
) |
|
|
(555 |
) |
|
|
(89 |
) |
|
|
231 |
|
|
|
(1,613 |
) |
|
|
(4,517 |
) |
Depreciation and amortization* |
|
|
1,221 |
|
|
|
688 |
|
|
|
494 |
|
|
|
546 |
|
|
|
480 |
|
|
|
2,937 |
|
|
|
6,366 |
|
Segment assets as of March 31, 2026 |
|
|
104,472 |
|
|
|
33,662 |
|
|
|
14,894 |
|
|
|
17,601 |
|
|
|
14,544 |
|
|
|
51,967 |
|
|
|
237,140 |
|
Segment liabilities as of March 31, 2026 |
|
|
12,355 |
|
|
|
15,309 |
|
|
|
2,525 |
|
|
|
2,105 |
|
|
|
3,241 |
|
|
|
4,214 |
|
|
|
39,749 |
|
Year ended March 31, 2025 (Successor)
|
|
Saudi |
|
|
Singapore |
|
|
Malaysia |
|
|
Thailand |
|
|
Indonesia |
|
|
Cayman |
|
|
Total |
|
|||||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||||||
2025 (Successor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenue |
|
|
141,084 |
|
|
|
92,114 |
|
|
|
15,274 |
|
|
|
11,452 |
|
|
|
13,555 |
|
|
|
2,897 |
|
|
|
276,376 |
|
Inter-segment revenue |
|
|
— |
|
|
|
(72,707 |
) |
|
|
(9 |
) |
|
|
(53) |
|
|
|
— |
|
|
|
— |
|
|
|
(72,769 |
) |
Revenue from external customers |
|
|
141,084 |
|
|
|
19,407 |
|
|
|
15,265 |
|
|
|
11,399 |
|
|
|
13,555 |
|
|
|
2,897 |
|
|
|
203,607 |
|
Segment profit/(loss) |
|
|
34,295 |
|
|
|
6,571 |
|
|
|
3,797 |
|
|
|
1,934 |
|
|
|
1,247 |
|
|
|
(867 |
) |
|
|
46,977 |
|
Included in the measure of segment profit/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue |
|
|
(96,515 |
) |
|
|
(9,566 |
) |
|
|
(8,445 |
) |
|
|
(8,989 |
) |
|
|
(9,242 |
) |
|
|
(1,863 |
) |
|
|
(134,620 |
) |
Selling, general and administrative expenses |
|
|
(1,258 |
) |
|
|
(3,680 |
) |
|
|
(1,397 |
) |
|
|
(536 |
) |
|
|
(1,173 |
) |
|
|
(1,078 |
) |
|
|
(9,122 |
) |
Finance income (interest revenue) |
|
|
— |
|
|
|
199 |
|
|
|
14 |
|
|
|
12 |
|
|
|
114 |
|
|
|
— |
|
|
|
339 |
|
Finance cost (interest expense) |
|
|
(50 |
) |
|
|
(71 |
) |
|
|
(37 |
) |
|
|
(17 |
) |
|
|
(35 |
) |
|
|
(74 |
) |
|
|
(284 |
) |
Other income/expenses, net |
|
(391 |
) |
|
1,870 |
|
|
(332 |
) |
|
(588 |
) |
|
(1,072 |
) |
|
759 |
|
|
246 |
|
|||||||
Income tax expense |
|
|
(8,575 |
) |
|
|
(1,588 |
) |
|
|
(1,271 |
) |
|
|
653 |
|
|
|
(900 |
) |
|
|
(1,508 |
) |
|
|
(13,189 |
) |
Depreciation and amortization* |
|
|
1,008 |
|
|
|
725 |
|
|
|
463 |
|
|
|
434 |
|
|
|
508 |
|
|
|
1,069 |
|
|
|
4,207 |
|
Segment assets as of March 31, 2025 |
|
|
75,886 |
|
|
|
34,694 |
|
|
|
12,467 |
|
|
|
11,346 |
|
|
|
14,646 |
|
|
|
21,466 |
|
|
|
170,505 |
|
Segment liabilities as of March 31, 2025 |
|
|
10,712 |
|
|
|
13,007 |
|
|
|
3,577 |
|
|
|
2,667 |
|
|
|
3,983 |
|
|
|
1,972 |
|
|
|
35,918 |
|
F-38
Period from June 16, 2023 through March 31, 2024 (Successor)
|
|
Saudi |
|
|
Singapore |
|
|
Malaysia |
|
|
Thailand |
|
|
Indonesia |
|
|
Cayman |
|
|
Total |
|
|||||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||||||
2024 (Successor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenue |
|
|
112,015 |
|
|
|
82,372 |
|
|
|
11,109 |
|
|
|
7,604 |
|
|
|
11,154 |
|
|
|
2,382 |
|
|
|
226,636 |
|
Inter-segment revenue |
|
|
— |
|
|
|
(63,361 |
) |
|
|
(7 |
) |
|
|
(1) |
|
|
|
— |
|
|
|
— |
|
|
|
(63,369 |
) |
Revenue from external customers |
|
|
112,015 |
|
|
|
19,011 |
|
|
|
11,102 |
|
|
|
7,603 |
|
|
|
11,154 |
|
|
|
2,382 |
|
|
|
163,267 |
|
Segment profit/(loss) |
|
|
23,351 |
|
|
|
6,773 |
|
|
|
1,957 |
|
|
|
1,316 |
|
|
|
2,311 |
|
|
|
46,380 |
|
|
|
82,088 |
|
Included in the measure of segment profit/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue |
|
|
(78,303 |
) |
|
|
(12,816 |
) |
|
|
(8,693 |
) |
|
|
(5,915 |
) |
|
|
(7,078 |
) |
|
|
(1,720 |
) |
|
|
(114,525 |
) |
Bargain purchase gain |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
49,429 |
|
|
|
49,429 |
|
Selling, general and administrative expenses |
|
|
(584 |
) |
|
|
(3,481 |
) |
|
|
(1,046 |
) |
|
|
(436 |
) |
|
|
(1,590 |
) |
|
|
(1,437 |
) |
|
|
(8,574 |
) |
Finance income (interest revenue) |
|
|
— |
|
|
|
— |
|
|
|
1 |
|
|
|
5 |
|
|
|
49 |
|
|
|
— |
|
|
|
55 |
|
Finance cost (interest expense) |
|
|
(40 |
) |
|
|
(1 |
) |
|
|
(41 |
) |
|
|
(17 |
) |
|
|
(48 |
) |
|
|
(768 |
) |
|
|
(915 |
) |
Other income/expenses, net |
|
(796 |
) |
|
2,285 |
|
|
(451 |
) |
|
(68 |
) |
|
(773 |
) |
|
578 |
|
|
775 |
|
|||||||
Income tax expense |
|
|
(8,941 |
) |
|
|
1,775 |
|
|
|
1,085 |
|
|
|
144 |
|
|
|
597 |
|
|
|
(2,084 |
) |
|
|
(7,424 |
) |
Depreciation and amortization* |
|
|
710 |
|
|
|
166 |
|
|
|
374 |
|
|
|
296 |
|
|
|
391 |
|
|
|
2,990 |
|
|
|
4,927 |
|
Segment assets as of March 31, 2024 |
|
|
66,015 |
|
|
|
36,495 |
|
|
|
10,594 |
|
|
|
8,806 |
|
|
|
10,634 |
|
|
|
20,888 |
|
|
|
153,432 |
|
Segment liabilities as of March 31, 2024 |
|
|
18,064 |
|
|
|
37,478 |
|
|
|
5,073 |
|
|
|
2,423 |
|
|
|
2,499 |
|
|
|
7,541 |
|
|
|
73,078 |
|
Period from April 1, 2023 through June 15, 2023 (Predecessor)
|
|
Saudi |
|
|
Singapore |
|
|
Malaysia |
|
|
Thailand |
|
|
Indonesia |
|
|
Cayman |
|
|
Total |
|
|||||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||||||
2024 (Predecessor) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total Revenue |
|
|
3,544 |
|
|
|
6,264 |
|
|
|
3,422 |
|
|
|
2,367 |
|
|
|
3,740 |
|
|
|
552 |
|
|
|
19,889 |
|
Inter-segment revenue |
|
|
— |
|
|
|
(1,687 |
) |
|
|
(20 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,707 |
) |
Revenue from external customers |
|
|
3,544 |
|
|
|
4,577 |
|
|
|
3,402 |
|
|
|
2,367 |
|
|
|
3,740 |
|
|
|
552 |
|
|
|
18,182 |
|
Segment profit/(loss) |
|
|
247 |
|
|
|
810 |
|
|
|
857 |
|
|
|
515 |
|
|
|
(188 |
) |
|
|
134 |
|
|
|
2,375 |
|
Included in the measure of segment profit/(loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cost of revenue |
|
|
(2,656 |
) |
|
|
(3,112 |
) |
|
|
(1,995 |
) |
|
|
(1,673 |
) |
|
|
(3,424 |
) |
|
|
(295 |
) |
|
|
(13,155 |
) |
Selling, general and administrative expenses |
|
|
(424 |
) |
|
|
(822 |
) |
|
|
(252 |
) |
|
|
28 |
|
|
|
(157 |
) |
|
|
(163 |
) |
|
|
(1,790 |
) |
Finance income (interest revenue) |
|
|
— |
|
|
|
63 |
|
|
|
1 |
|
|
|
— |
|
|
|
9 |
|
|
|
1 |
|
|
|
74 |
|
Finance cost (interest expense) |
|
|
(12 |
) |
|
|
— |
|
|
|
(3 |
) |
|
|
(5 |
) |
|
|
(9 |
) |
|
|
(171 |
) |
|
|
(200 |
) |
Other income/expenses, net |
|
(91 |
) |
|
398 |
|
|
(101 |
) |
|
(50 |
) |
|
(110 |
) |
|
(125 |
) |
|
(79 |
) |
|||||||
Income tax expense |
|
|
(114 |
) |
|
|
(294 |
) |
|
|
(195 |
) |
|
|
(152 |
) |
|
|
(237 |
) |
|
|
335 |
|
|
|
(657 |
) |
Depreciation and amortization* |
|
|
234 |
|
|
|
16 |
|
|
|
10 |
|
|
|
98 |
|
|
|
16 |
|
|
|
23 |
|
|
|
397 |
|
* Depreciation and amortization is included in cost of revenue and selling, general and administrative expenses above, and is not an additional expense.
F-39
Entity-wide disclosures
Non-current assets by geographic area — non-current assets other than financial instruments and deferred tax assets, by country in which the assets are located, including the country of domicile (Cayman Islands):
|
|
2026 |
|
|
2025 |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Cayman and others |
|
12,604 |
|
|
15,453 |
|
||
Saudi Arabia |
|
|
9,849 |
|
|
|
11,006 |
|
Singapore |
|
|
8,739 |
|
|
|
8,663 |
|
Malaysia |
|
902 |
|
|
1,237 |
|
||
Thailand |
|
|
1,491 |
|
|
|
911 |
|
Indonesia |
|
|
2,556 |
|
|
|
2,914 |
|
Total |
|
|
36,141 |
|
|
|
40,184 |
|
Major customer — Revenue from one customer amounted to US$89.5 million (57% of revenue) for the year ended March 31, 2026 and US$137.2 million (67% of revenue) for the year ended March 31, 2025, US$109.7 million (67% of revenue) for the Successor period from June 16, 2023 through March 31, 2024 and US$2.4 million (12% of revenue) for the Predecessor period from April 1, 2023 through June 15, 2023. This revenue is reported in the Saudi Arabia segment. No other single customer accounted for 10% or more of revenue in any period presented.
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sale of oilfield equipment products |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Specialty connectors and pipes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Surface wellhead and Christmas tree |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rendering of premium threading and other ancillary |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premium threading services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other ancillary services |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Timing of revenue recognition |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products transferred at a point in time |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Services transferred at a point in time |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Revenue by geographic location |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Saudi Arabia |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Singapore |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Malaysia |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Thailand |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Indonesia |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
F-40
Contract assets primarily relate to the Predecessor and the Successor’s right for consideration for work completed.
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Balance at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transferred to trade receivables |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Recognized as revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
(Loss)/gain from disposal of property, plant and equipment |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
Gain on bargain purchase |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from foreign exchange |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net gain on fair value changes of financial liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total other income/(expense), net |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Total cost of revenue includes expenses of the following nature:
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Staff expenses and wages |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contributions to defined contribution plans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net change in inventories for the period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Supplies and subcontracting costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Royalties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freight charges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equipment costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Premises costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Others |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total cost of revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total selling, general and administrative expenses include expenses of the following nature:
F-41
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Staff expenses and wages |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contributions to defined contribution plans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Legal and professional fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Transportation, travel and accommodation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total selling, general and administrative expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Finance income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income from banks |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finance costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expenses from lease liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expenses from loans and borrowings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expenses from related parties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expenses from employees’ defined benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Current Tax Expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Current period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Over)/under provision in respect of prior year |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred tax expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Origination and reversal of temporary difference |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Over provision in respect of prior year |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Income tax expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
F-42
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
|
Predecessor |
|
||||||||||||||||||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||||||||||||||||||
|
|
% |
|
|
US$’000 |
|
|
% |
|
|
US$’000 |
|
|
% |
|
|
US$’000 |
|
|
% |
|
|
US$’000 |
|
||||||||
Profit before tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Computed tax expense with Singapore |
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
||||||||
Impact of different tax rate in other |
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
( |
)% |
|
|
( |
) |
|
|
% |
|
|
|
||||||
Tax effect of unrecognized loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Tax adjustment of previous years |
|
|
( |
)% |
|
|
( |
) |
|
|
% |
|
|
|
|
|
( |
)% |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
||
Income not subject to tax |
|
|
— |
|
|
|
— |
|
|
|
( |
)% |
|
|
( |
) |
|
|
( |
)% |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
Non-deductible expenses |
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
||||||||
Deferred tax assets not recognized |
|
|
% |
|
|
|
|
|
( |
)% |
|
|
( |
) |
|
|
% |
|
|
|
|
|
— |
|
|
|
— |
|
||||
Others |
|
|
( |
)% |
|
|
( |
) |
|
|
( |
)% |
|
|
( |
) |
|
|
( |
)% |
|
|
( |
) |
|
|
( |
)% |
|
|
( |
) |
Income tax expenses |
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
|
|
% |
|
|
|
||||||||
* The tax effect of the bargain purchase gain of $
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Deferred tax assets |
|
|
|
|
|
|
||
Property, plant and equipment |
|
|
|
|
|
|
||
Provisions |
|
|
|
|
|
|
||
Employee benefits |
|
|
— |
|
|
|
|
|
Inventories |
|
|
— |
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
||
Other items |
|
|
|
|
|
|
||
Deferred tax assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
Right-of-use assets |
|
|
|
|
|
|
||
Revaluation of assets in connection to MBO |
|
|
|
|
|
|
||
Other items |
|
|
|
|
|
|
||
Deferred tax liabilities |
|
|
|
|
|
|
||
As of March 31, 2026, and 2025, there were
F-43
|
|
Movement in |
|
|
Movement in |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Successor |
|
|
|
|
|
|
||
Balance at June 16, 2023 |
|
|
|
|
|
|
||
Recognized in profit or loss |
|
|
( |
) |
|
|
( |
) |
Effect of movement in exchange rates |
|
|
|
|
|
( |
) |
|
Balance at March 31, 2024 |
|
|
|
|
|
|
||
Recognized in profit or loss |
|
|
|
|
|
|
||
Balance at March 31, 2025 |
|
|
|
|
|
|
||
Recognized in profit or loss |
|
|
( |
) |
|
|
( |
) |
Balance at March 31, 2026 |
|
|
|
|
|
|
||
|
|
Movement in |
|
|
Movement in |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
Predecessor |
|
|
|
|
|
|
||
Balance at April 1, 2023 and June 15, 2023 |
|
|
|
|
|
|
||
Compensation to Directors and executive officers of the Predecessor and the Successor comprised the following:
|
|
Successor |
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
|||
|
|
For the |
|
For the |
|
|
For the period |
|
|
For the period |
|
|||
|
|
US$’000 |
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|||
Short-term employee benefits |
|
|
|
|
|
|
|
|
|
|
||||
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, and was determined to be executive officers (CEO and CFO) and directors (executive and non-executive) of the Company. The remuneration of directors and key executives is determined by the board of directors of the Company having regard to the performance of individuals and market trends.
F-44
The Company’s relationship with related parties who had transactions with the Predecessor and the Successor are summarized as follows:
Related Party Name |
|
Relationship to the Predecessor |
Edgen Murray Pte. Ltd. |
|
|
Howco Metals Management Pte. Ltd. |
|
|
SC Tubular Solutions (B) Sdn. Bhd. |
|
|
SC Tubular Solutions Malaysia Sdn. Bhd. |
|
|
Sumitomo Corporation |
|
|
Sumitomo Corporation Asia & Oceania Pte. Ltd. |
|
|
Sumitomo Corporation Capital Asia Pte. Ltd. |
|
|
Sumitomo Corporation Malaysia Sdn. Bhd. |
|
|
OMS Energy Technologies Pte. Ltd. |
|
* These parties ceased to be the Successor’s related parties with effect from June 16, 2023, subsequent to OMSET PL acquiring
In addition to the information disclosed elsewhere in the financial statements, the following transactions took place between the Group and related parties at terms agreed between the parties:
Goods or services rendered to related parties
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
SC Tubular Solutions (B) Sdn. Bhd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Sumitomo Corporation Asia & Oceania Pte. Ltd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
SC Tubular Solutions Malaysia Sdn. Bhd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Revenue – related parties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
All outstanding balances with the related parties are to be settled in cash on
Goods or services provided by related parties
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Howco Metals Management Pte. Ltd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
SC Tubular Solutions Malaysia Sdn. Bhd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Sumitomo Corporation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Cost of revenue – related parties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
All outstanding balances with the related parties are to be settled in cash on
F-45
Other income/(expenses)
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Howco Metals Management Pte. Ltd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Sumitomo Corporation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Other income, net – related parties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Finance income
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Sumitomo Corporation Capital Asia Pte. Ltd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Sumitomo Corporation Malaysia Sdn. Bhd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
OMS Energy Technologies Pte. Ltd. |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Finance income – related parties |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Finance cost
|
|
Successor |
|
|
Successor |
|
|
Successor |
|
|
Predecessor |
|
||||
|
|
For the |
|
|
For the |
|
|
For the period |
|
|
For the period |
|
||||
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
|
US$’000 |
|
||||
Sumitomo Corporation Capital Asia Pte. Ltd. |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Finance cost – related parties |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
As of March 31, 2026 and 2025, the Successor's only related party balance consisted of a loan due from OMS Energy Technologies Pte. Ltd.
Loan due from a related party
|
|
Successor |
|
|
Successor |
|
||
|
|
As of |
|
|
As of |
|
||
|
|
US$’000 |
|
|
US$’000 |
|
||
OMS Energy Technologies Pte. Ltd. |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
During the year ended March 31, 2026, the Successor entered into a loan agreement with OMS Energy Technologies Pte. Ltd. (the "Loan Agreement"). The Loan Agreement is unsecured, bears interest at
Prior to the execution of the Loan Agreement, the balance outstanding with OMS Energy Technologies Pte. Ltd. was non-interest bearing and was presented in the prior year consolidated balance sheet as "Amount due from a related party." Following the formalisation of the Loan Agreement in the current year, the balance is presented as "Loan due from a related party" as at March 31, 2026. This change in presentation has no impact on the amounts previously reported.
F-46
The Predecessor and the Successor have exposure to the following risks from their use of financial instruments:
This note presents information about the Predecessor and the Successor’s exposure to each of the above risks, the Predecessor and the Successor’s objectives, policies and processes for measuring and managing risk, and the Predecessor and the Successor’s management of capital.
Risk management is integral to the whole business of the Predecessor and the Successor. The Predecessor and the Successor have a system of controls in place to create an acceptable balance between the cost of risks occurring and the cost of managing the risks. The management continually monitors the Predecessor and the Successor’s risk management process to ensure that an appropriate balance between risk and control is achieved. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Predecessor and the Successor’s activities.
The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Predecessor and the Successor. The management team establishes detailed policies such as risk identification and measurement and exposure limits.
Credit risk is the risk of financial loss to the Predecessor and the Successor if a customer or counterparty fails to meet its contractual obligations and arises principally from the Predecessor and the Successor’s receivables from customers.
At the end of each reporting period, the Predecessor and the Successor’s maximum exposure to credit risk which will cause a financial loss to the Predecessor and the Successor due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the statements of financial position.
In order to minimize credit risk, credit exposure to an individual customer is restricted by the credit limit approved by the management. Customers’ payment profile and credit exposure are continuously monitored by the financial controller and reported to the management and Board of Directors.
In addition, the Predecessor and the Successor have a sizable customer base which minimizes the concentration of credit risk and the aggregate value of transactions concluded is spread amongst approved counterparties. As of March 31, 2026, 1 customer from Saudi Arabia account for
F-47
Trade receivables and contract assets
The Predecessor and the Successor use an allowance matrix to measure the ECLs of trade receivables from customers. Loss rates are calculated under a 'roll rate' method based on the probability of a receivable progressing through successive stages of delinquency to write-off.
The following table provides information about the exposure to credit risk and ECLs for trade receivables and contract assets as of March 31, 2026 and 2025:
|
|
Gross carrying |
|
|
Loss |
|
|
Credit- |
||
|
|
US$’000 |
|
|
US$’000 |
|
|
|
||
As of March 31, 2026 (Successor) |
|
|
|
|
|
|
|
|
||
Current |
|
|
|
|
|
— |
|
|
No |
|
≤30 days past due |
|
|
|
|
|
— |
|
|
No |
|
31 – 60 days past due |
|
|
|
|
|
— |
|
|
No |
|
61 – 90 days past due |
|
|
|
|
|
— |
|
|
No |
|
≥91 days past due |
|
|
|
|
|
— |
|
|
No |
|
|
|
|
|
|
|
— |
|
|
|
|
Credit impaired |
|
|
|
|
|
|
|
|
||
Individually impaired |
|
|
|
|
|
|
|
Yes |
||
|
|
|
|
|
|
|
|
|
||
As of March 31, 2025 (Successor) |
|
|
|
|
|
|
|
|
||
Current |
|
|
|
|
|
— |
|
|
No |
|
≤30 days past due |
|
|
|
|
|
— |
|
|
No |
|
31 – 60 days past due |
|
|
|
|
|
— |
|
|
No |
|
61 – 90 days past due |
|
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— |
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No |
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≥91 days past due |
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— |
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No |
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— |
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Credit impaired |
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Individually impaired |
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Yes |
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The movement in the allowance for impairment in respect of trade receivables and contract assets during the year was as follows:
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Successor |
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Successor |
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For the |
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For the |
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US$’000 |
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US$’000 |
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At beginning of period |
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Impairment loss recognized |
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Write-off |
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( |
) |
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— |
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Reversal of impairment |
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( |
) |
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— |
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At end of period |
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Cash and cash equivalents
The Group held cash and cash equivalents of $
Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties and therefore have insignificant provisions for expected credit losses.
Liquidity risk is the risk that the Predecessor and the Successor will not be able to meet their financial obligations as they fall due. The Predecessor and the Successor monitor their liquidity risk, maintain a level of cash and cash equivalents deemed adequate by management to finance the Predecessor and the Successor’s operations and mitigate the effect of fluctuations in cash flows. Management believes that the repayment of the liabilities will be met out of operating cash flows and the Predecessor and the Successor will have adequate resources to continue in operational existence for the foreseeable future.
F-48
The following are the remaining contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
For the years ending March 31, |
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2027 |
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2028 |
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2029 |
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2030 |
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2031 |
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Thereafter |
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Total |
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2026 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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Financial liabilities |
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Trade and other payables |
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— |
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— |
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— |
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— |
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— |
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Lease obligation |
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Total contractual obligations |
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For the years ending March 31, |
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2026 |
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2027 |
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2028 |
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2029 |
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2030 |
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Thereafter |
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Total |
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2025 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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US$’000 |
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Financial liabilities |
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Trade and other payables |
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— |
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— |
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— |
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— |
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— |
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Lease obligation |
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Total contractual obligations |
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Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Predecessor and the Successor’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.
Currency risk
The Predecessor and the Successor are exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and receivables, that are denominated in a currency other than the respective functional currencies of Predecessor and the Successor’s entities. The entity with significant exposure is OMS (Indonesia) with transactions primarily denominated are the United States Dollar (USD) and Indonesian Rupiah (IDR). The exposure of the other Predecessor and the Successor's entities are minimal. Foreign currency is monitored and managed by the Predecessor and the Successor on an ongoing basis as the Predecessor and the Successor endeavor to keep the net exposure at an acceptable level.
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Successor |
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Successor |
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As of |
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As of |
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US$’000 |
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US$’000 |
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||
Trade receivables |
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Cash and cash equivalents |
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Trade payables |
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( |
) |
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( |
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Net exposure |
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F-49
Sensitivity analysis
A reasonably possible strengthening (weakening) of the US dollar, as indicated below, against the IDR at March 31, and a possible strengthening (weakening) of the local non-USD functional currencies against the USD, would have increased and (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecasted sales and purchases.
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Successor |
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Successor |
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As of |
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As of |
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US$’000 |
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US$’000 |
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March 31 |
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USD (10% strengthening) |
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( |
) |
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IDR (10% strengthening) |
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( |
) |
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( |
) |
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March 31 |
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USD (10% weakening) |
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( |
) |
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IDR (10% weakening) |
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Interest rate risk
The Predecessor and the Successor are exposed to interest rate risk as the Predecessor and the Successor have loans which are interest bearing. The interest rates and terms of repayment of the loans are disclosed in the notes to the financial statements.
Sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rate for non-derivative instruments at the end of year. A
If interest rates on loans and borrowings, including cash pooling arrangements, had been
The Predecessor and the Successor’s objectives in managing capital are to ensure that the Predecessor and the Successor will be able to continue as a going concern and to maintain an optimal capital structure so as to enable it to execute business plans and to maximize shareholder value. The Predecessor and the Successor define “capital” as including all components of equity and external borrowings.
The capital management strategy translates into the need to ensure that at all times the Predecessor and the Successor have the liquidity and cash to meet their obligations as they fall due while maintaining a careful balance between equity and debt to finance its assets, day-to-day operations and future growth. Having access to flexible and cost-effective financing allows the Predecessor and the Successor to respond quickly to opportunities.
The Predecessor and the Successor’s capital structure is reviewed on an ongoing basis with adjustments made in light of changes in economic conditions, regulatory requirements and business strategies affecting the Predecessor and the Successor. The Predecessor and the Successor balance their overall capital structure by considering the costs of capital and the risks associated with each class of capital. In order to maintain or achieve an optimal capital structure, the Predecessor and the Successor may issue new shares from time to time, retire or obtain new borrowings or adjust the asset portfolio.
F-50
The carrying amounts of each of the categories of financial instruments as at the end of the financial years are as follows:
|
|
Successor |
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|
Successor |
|
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As of |
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As of |
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||
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|
US$’000 |
|
|
US$’000 |
|
||
Financial assets at amortized cost |
|
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|
||
Trade receivables and other assets* |
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|
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Cash and cash equivalents |
|
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Financial liabilities at amortized cost |
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Trade and other payables |
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Lease liabilities |
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||
* Excluding prepayments, goods and services tax receivable, net and deferred offering costs.
Fair values
The Group believes that the carrying amounts of financial assets and financial liabilities not measured at fair value approximate their fair values.
Fair value - hierarchy
As at March 31, 2026 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
|
||||
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Financial liabilities at fair value through profit or loss |
|
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|
||||
Derivative financial liabilities - Underwriters' warrants |
|
|
- |
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- |
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|
||
The following three levels of inputs are used to measure the fair value presented above:
Level 1 - Quoted prices in active markets for identical assets and liabilities.
Level 2 - Significant other observable inputs.
Level 3 - Significant unobservable inputs.
There was no transfer between Levels 1, 2 and 3 in the current and prior years/period.
During the year ended March 31, 2025, there were
F-51
In the ordinary course of business, the Predecessor and the Successor may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Predecessor and the Successor accrue liabilities for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. OMS Oilfield Services Arabia Limited (“OMSA”), a wholly-owned subsidiary of the Successor, was previously involved in two tax dispute matters incidental to the ordinary conduct of its business. The tax dispute matters are related to the years ended March 31, 2017 and 2019.
As of March 31, 2026 and 2025, the Successor’s accrued provision for the outstanding tax dispute matters related to the year ended March 31, 2017 was $
For the years ended March 31, 2026 and 2025, the Successor’s provision for estimated loss from tax disputes related to the year ended March 31, 2019 was $
The Company evaluated all events and transactions that occurred up through June 25, 2026, which is the date that these consolidated financial statements are available to be issued. There were no other material subsequent events that require disclosure in these consolidated financial statements.
F-52