Group 1 - The core point of the article is that Ping Shun International (06163) announced the resignation of its auditor, Guo Fu Hao Hua (Hong Kong) CPA Limited, due to a failure to reach an agreement on the audit fees for the fiscal year ending October 31, 2025 [1] Group 2 - The resignation of the auditor will take effect from July 31, 2025 [1]

彭順國際有限公司 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完備性亦不發表任何聲明，並明確表示概不會就因本公告全部或任 何部分內容而產生或因依賴該等內容而引致之任何損失承擔任何責任。 Gemilang International Limited （於開曼群島註冊成立之有限公司） （股份代號：6163） 1 核數師辭任 本公告乃由彭順國際有限公司（「本公司」，連同其附屬公司統稱「本集團」）根據香 港聯合交易所有限公司（「聯交所」）證券上市規則第13.51(4)條作出。 本公司董事（「董事」）會（「董事會」）謹此宣佈，經過本公司與國富浩華（香港）會計 師事務所有限公司（「國富浩華」）之間仔細考慮及討論，由於本公司與國富浩華未 能就截至二零二五年十月三十一日止財政年度之審核費用達成共識，國富浩華已 辭任本公司核數師，自二零二五年七月三十一日起生效。國富浩華已書面確認， 除上文所述者外，並無與彼辭任本公司核數師有關之其他事宜須提請本公司證券 持有人垂注。 董事會及本公司審核委員會（「審核委員會」）已確認，除上文所披露者外，本公司 與國富浩華之間並無意見分歧或未決事項，且並無 ...

[Company Information](index=2&type=section&id=Company%20Information) [Board of Directors and Committees](index=3&type=section&id=Board%20of%20Directors%20and%20Committees) This section details the composition of the company's executive and independent non-executive directors, along with its audit, nomination, and remuneration committees - Executive Directors include Mr. Pang Choong Yean (Chairman and Chief Executive Officer), Mr. Yeoh Wei Ping (Chief Financial Officer), and Mr. Pang Choon Kiat[4](index=4&type=chunk) - Independent Non-Executive Directors include Mr. Huan Yean San, Mr. Lim Yew Chong, and Ms. Kwok Yuen Lam[4](index=4&type=chunk) - Mr. Huan Yean San chairs the Audit Committee, Mr. Pang Choong Yean chairs the Nomination Committee, and Mr. Huan Yean San chairs the Remuneration Committee[4](index=4&type=chunk) [Company Contact and Registration Information](index=3&type=section&id=Company%20Contact%20and%20Registration%20Information) This section provides essential administrative and legal information, including auditors, legal advisors, principal bankers, share registrars, and listing details - The Company's auditor is Crowe (HK) CPA Limited[4](index=4&type=chunk) - Principal bankers include CIMB Bank Berhad and Export-Import Bank of Malaysia Berhad[4](index=4&type=chunk)[5](index=5&type=chunk) - The Company's shares are listed on The Stock Exchange of Hong Kong Limited, stock code 6163.HK[7](index=7&type=chunk) [Management Discussion and Analysis](index=5&type=section&id=Management%20Discussion%20and%20Analysis) [Business Review](index=5&type=section&id=Business%20Review) The Group primarily designs, assembles, and manufactures aluminum city and long-distance bus bodies, with significant revenue growth from bus body and kit sales driven by eco-friendly aluminum buses - The Group's core business involves designing, assembling, and manufacturing bus bodies and assembling buses, primarily aluminum city and long-distance buses[9](index=9&type=chunk)[10](index=10&type=chunk) - Revenue contribution from the sales of bus bodies and kits segment increased from approximately **77.8% in 2024 to approximately 84.5%**, mainly from aluminum bus and body sales[11](index=11&type=chunk) - Aluminum buses, due to their lightweight and better energy efficiency, comply with environmental standards and are a key growth driver, especially in the electric bus sector[11](index=11&type=chunk) Sales of Bus Bodies and Kits Segment Revenue (USD (000s)) | Geographical Location | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------- | :---------------- | :---------------- | | New Zealand | 4,499 | 81 | | Malaysia | 3,342 | 933 | | Singapore | 768 | 1,188 | | United States | 538 | 1,410 | | Hong Kong | 509 | 926 | | Australia | – | 2,177 | | Others | 219 | 143 | | **Total** | **9,875** | **6,858** | - Revenue from the sales of bus bodies and kits segment increased by approximately **44.0% to USD 9.88 million** (2024: USD 6.86 million), primarily due to increased orders for completed buses in New Zealand and Malaysia[16](index=16&type=chunk) Sales of Parts and Provision of Related Services Segment Revenue (USD (000s)) | Geographical Location | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------- | :---------------- | :---------------- | | Singapore | 1,517 | 1,600 | | Malaysia | 64 | 25 | | United States | 62 | 76 | | Hong Kong | 36 | 27 | | Australia | 8 | 94 | | New Zealand | – | 132 | | Others | 15 | 1 | | **Total** | **1,702** | **1,955** | - Revenue from the sales of parts and provision of related services segment decreased by approximately **12.9% to USD 1.70 million** (2024: USD 1.96 million), mainly due to lower maintenance and after-sales service volume in Singapore[17](index=17&type=chunk) - Car rental income of approximately **USD 0.12 million** was recorded during the reporting period (2024: nil)[18](index=18&type=chunk) [Outlook](index=7&type=section&id=Outlook) The Group aims to strengthen its Asian market presence while expanding into new regions, focusing on electric vehicle business development and diversifying revenue through vehicle leasing for sustainable growth - The Group will continue to maintain its position in the Asian market and is committed to expanding its market presence in the United States, Australia, New Zealand, and the Middle East[19](index=19&type=chunk) - Electric vehicles represent a trend in the bus market, with the Group having delivered **99 electric vehicles** (2024: 34 vehicles) and recorded revenue of approximately **USD 6.02 million** from electric vehicle orders (2024: USD 3.77 million)[21](index=21&type=chunk) - The Group will explore the possibility of manufacturing and trading a wider range of commercial and special purpose electric vehicles and leasing vehicles to customers to diversify revenue sources[21](index=21&type=chunk)[22](index=22&type=chunk) [Operating Results and Financial Review](index=8&type=section&id=Operating%20Results%20and%20Financial%20Review) During the period, the Group experienced significant revenue growth driven by bus body and kit sales, despite a decline in gross profit margin, while administrative expenses increased due to staff salary adjustments - During the reporting period, the Group's revenue was approximately **USD 11.70 million**, an increase of approximately **32.7%** compared to approximately USD 8.81 million in the same period of 2024, primarily attributable to increased completed orders from customers in New Zealand and Malaysia[23](index=23&type=chunk) Revenue by Product Category (USD (000s)) | Product Category | 2025 (USD (000s)) | 2025 (%) | 2024 (USD (000s)) | 2024 (%) | | :------------------------ | :---------------- | :------- | :---------------- | :------- | | City Buses (Completed) | 8,162 | 69.8 | 6,526 | 74.0 | | Long-Distance Buses (Completed) | – | – | 251 | 2.8 | | Others (Completed) | 768 | 6.6 | – | – | | City Buses (CKD) | 945 | 8.1 | 81 | 1.0 | | Maintenance and After-Sales Services | 1,702 | 14.5 | 1,955 | 22.2 | | Car Rental Income | 121 | 1.0 | – | – | | **Total** | **11,698** | **100.0**| **8,813** | **100.0**| Revenue by Geographical Location (USD (000s)) | Geographical Location | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------- | :---------------- | :---------------- | | New Zealand | 4,499 | 214 | | Malaysia | 3,527 | 958 | | Singapore | 2,285 | 2,788 | | United States | 600 | 1,486 | | Hong Kong | 545 | 953 | | Australia | 8 | 2,271 | | Others | 234 | 143 | | **Total** | **11,698** | **8,813** | - Gross profit was approximately **USD 2.48 million** (2024: USD 2.32 million), with a gross profit margin of approximately **21.2%** (2024: 26.3%), primarily due to a relatively higher gross profit margin from electric bus body sales to Australia in the prior period[27](index=27&type=chunk) - Selling and distribution expenses were approximately **USD 0.34 million**, similar to the same period in 2024[28](index=28&type=chunk) - General and administrative expenses increased by approximately **USD 0.18 million (approximately 12.0%)**, mainly due to revised management staff salaries during the reporting period[29](index=29&type=chunk) - Income tax expense was approximately **USD 0.13 million** (2024: USD 0.23 million), primarily attributable to income tax provisions recognized by Singaporean and Malaysian subsidiaries and temporary tax differences arising from impairment losses on trade receivables[30](index=30&type=chunk) [Liquidity, Financial Resources, and Capital Structure](index=11&type=section&id=Liquidity%2C%20Financial%20Resources%2C%20and%20Capital%20Structure) The Group's working capital is primarily supported by bank loans, maintaining stable net current assets and liquidity, with a reduced gearing ratio due to convertible bond conversion, and faces foreign exchange risks - The Group's working capital is primarily financed by bank loans[31](index=31&type=chunk) - Net current assets were approximately **USD 8.21 million** (2024: USD 6.94 million), with a current ratio of approximately **1.33** (2024: 1.33)[32](index=32&type=chunk) - Cash and cash equivalents were approximately **USD 0.57 million** (2024: USD 0.66 million), and pledged bank deposits were approximately **USD 22 thousand** (2024: USD 0.13 million)[33](index=33&type=chunk) - Bank borrowings and overdrafts decreased by approximately **4.18%** from approximately USD 6.67 million as of October 31, 2024, to approximately **USD 6.39 million** as of April 30, 2025[33](index=33&type=chunk) - The gearing ratio decreased from approximately **69%** as of October 31, 2024, to approximately **43%**, mainly due to the conversion of convertible bonds into ordinary shares[35](index=35&type=chunk) - Capital expenditure was approximately **USD 0.10 million** (2024: USD 17 thousand), primarily for the acquisition of property, plant, and equipment[37](index=37&type=chunk) - There were no significant investments, major acquisitions or disposals, or specific future plans for capital assets during the reporting period[38](index=38&type=chunk)[41](index=41&type=chunk)[42](index=42&type=chunk) - The Group is exposed to foreign exchange rate fluctuation risks, currently without a hedging policy, but management closely monitors these risks[43](index=43&type=chunk) Net Book Value of Pledged Assets (USD (000s)) | Asset Category | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :--------------------------------- | :-------------------------- | :---------------------------- | | Freehold land | 1,783 | 1,760 | | Buildings | 3,804 | 3,812 | | Financial assets at fair value through profit or loss | 54 | 115 | | **Total** | **5,641** | **5,687** | - Contingent liabilities include contract performance guarantees in favor of customers, amounting to **USD 52 thousand** (2024: USD 26 thousand)[45](index=45&type=chunk) - The Board does not recommend paying an interim dividend for the reporting period[48](index=48&type=chunk) - As of April 30, 2025, the Group had a total of **243 full-time employees** (October 31, 2024: 256 employees)[49](index=49&type=chunk) [Events After Reporting Period](index=14&type=section&id=Events%20After%20Reporting%20Period) No significant events occurred after the reporting period up to the date of this report - There were no significant events concerning the Company or the Group after April 30, 2025, and up to the date of this report[50](index=50&type=chunk) [Corporate Governance and Other Information](index=15&type=section&id=Corporate%20Governance%20and%20Other%20Information) [Purchase, Sale or Redemption of the Company's Listed Securities](index=15&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) Neither the Company nor its subsidiaries purchased, sold, or redeemed any listed securities during the reporting period, nor did they hold any treasury shares - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities[51](index=51&type=chunk) - As of April 30, 2025, the Company did not hold any treasury shares[51](index=51&type=chunk) [Standard Code for Securities Transactions by Directors](index=15&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Standard Code for Securities Transactions by Directors and established written guidelines for employee securities trading, with all directors confirming compliance - The Company has adopted the Standard Code for Securities Transactions by Directors as set out in Appendix C3 to the Listing Rules and has established written guidelines for employee securities transactions[52](index=52&type=chunk) - All Directors confirmed that they have complied with the required standards set out in the Standard Code during the reporting period[52](index=52&type=chunk) [Compliance with Corporate Governance Code](index=15&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company maintains high corporate governance standards, though the combined roles of Chairman and CEO deviate from code C.2.1, which the Board believes enhances leadership consistency and efficiency - The Company has complied with the applicable code provisions of the Corporate Governance Code, except for code provision C.2.1 (which requires the roles of chairman and chief executive to be separate)[53](index=53&type=chunk) - Mr. Pang Choong Yean serves as both the Chief Executive Officer and Chairman of the Company, an arrangement the Board believes ensures leadership consistency and efficiency, with independent non-executive directors providing checks and balances[53](index=53&type=chunk)[55](index=55&type=chunk) [Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations](index=17&type=section&id=Directors%27%20and%20Chief%20Executives%27%20Interests%20and%20Short%20Positions%20in%20Shares%2C%20Underlying%20Shares%2C%20and%20Debentures%20of%20the%20Company%20and%20its%20Associated%20Corporations) This section discloses the long positions of directors and chief executives in the Company's and its associated corporations' shares as of April 30, 2025, including beneficial and controlled corporate interests Directors' Long Positions in Ordinary Shares | Director's Name | Capacity/Nature of Interest | Total Number of Shares and Underlying Shares (1) | Approximate Percentage of Issued Share Capital (9) | | :---------------- | :-------------------------- | :----------------------------------------------- | :------------------------------------------------- | | Mr. Pang Choong Yean | Controlled Corporation Interest | 82,078,125 (L) | 29.70% | | | Beneficial Interest | 12,688,000 (L) | 4.59% | | Mr. Pang Choon Kiat | Beneficial Interest | 1,500,000 (L) | 0.54% | | Mr. Yeoh Wei Ping | Beneficial Interest | 1,758,000 (L) | 0.64% | | | Spouse's Interest | 140,000 (L) | 0.05% | | Mr. Huan Yean San | Beneficial Interest | 250,000 (L) | 0.09% | | Mr. Lim Yew Chong | Beneficial Interest | 310,000 (L) | 0.11% | - Mr. Pang Choong Yean holds **82,078,125 shares** through his controlled corporation, Golden Castle Investments Limited, representing approximately **29.70%** of the issued share capital[57](index=57&type=chunk)[60](index=60&type=chunk) - Several directors' beneficial interests include share options exercisable by them[60](index=60&type=chunk) [Major Shareholders' Interests and Short Positions in Shares and Underlying Shares](index=18&type=section&id=Major%20Shareholders%27%20Interests%20and%20Short%20Positions%20in%20Shares%20and%20Underlying%20Shares) This section discloses major shareholders' long positions in the Company's shares and underlying shares as of April 30, 2025, excluding directors and chief executives Major Shareholders' Long Positions in Ordinary Shares | Shareholder Name/Designation | Capacity/Nature of Interest | Total Number of Shares and Underlying Shares (1) | Approximate Percentage of Issued Share Capital (6) | | :--------------------------- | :-------------------------- | :----------------------------------------------- | :------------------------------------------------- | | Golden Castle | Beneficial Owner | 82,078,125 (L) | 29.70% | | Kwong Luen Finance Limited | Person with Security Interest in Shares | 82,078,125 (L) | 29.70% | | Mayland Group Limited | Controlled Corporation Interest | 82,078,125 (L) | 29.70% | | Ms. Low Poh Teng | Spouse's Interest | 94,766,125 (L) | 34.29% | | Mr. To Tsz Man | Trustee | 25,000,000 (L) | 9.05% | - The **82,078,125 shares** held by Golden Castle are pledged to Kwong Luen Finance Limited as collateral for a loan[62](index=62&type=chunk) - Ms. Low Poh Teng, as the spouse of Mr. Pang Choong Yean, is deemed to have an interest in the shares held by Mr. Pang Choong Yean[62](index=62&type=chunk) - Mr. To Tsz Man, as trustee for the bankrupt Ms. Kan Suk Ping, holds **25,000,000 shares** converted from convertible bonds[62](index=62&type=chunk) [Directors' Interests in Competing Businesses](index=19&type=section&id=Directors%27%20Interests%20in%20Competing%20Businesses) During the reporting period, no directors or their associates held interests in any business directly or indirectly competing with the Group's operations - During the reporting period and up to the date of this report, no Director or their respective associates had any disclosable interest in any business that directly or indirectly competes or may compete with the Group's business[64](index=64&type=chunk) [Share Option Scheme](index=19&type=section&id=Share%20Option%20Scheme) The Company's 2016 share option scheme incentivizes eligible participants, with 19.7 million options granted in August 2023 at HKD 0.440 per share, and 18.96 million remaining unexercised as of April 30, 2025 - The Share Option Scheme aims to provide incentives or rewards to eligible participants, including employees, consultants, and service providers of the Company or any subsidiary[66](index=66&type=chunk) - The subscription price for share options shall not be less than the highest of the closing price of the shares on the offer date, the average closing price for the preceding five days, and the nominal value[69](index=69&type=chunk) - As of April 30, 2025, the total number of share options available for grant under the scheme was **4,676,000 shares**, representing approximately **1.7%** of the issued shares[70](index=70&type=chunk)[162](index=162&type=chunk) - A total of **19,700,000 share options** were granted on August 18, 2023, with an exercise price of **HKD 0.440 per share** and a validity period of three years[76](index=76&type=chunk)[77](index=77&type=chunk) Share Options Granted to Directors, Chief Executives or Major Shareholders and Their Associates (April 30, 2025) | Grantee Name | Capacity | Number of Options Granted | | :---------------- | :----------------------------------------- | :------------------------ | | Mr. Pang Choong Yean | Chairman, Executive Director, CEO, and Major Shareholder | 2,500,000 | | Mr. Pang Choon Kiat | Executive Director | 1,500,000 | | Mr. Yeoh Wei Ping | Executive Director, CFO | 1,500,000 | | Mr. Huan Yean San | Independent Non-Executive Director | 250,000 | | Mr. Lim Yew Chong | Independent Non-Executive Director | 250,000 | | Mr. Pang Choon Hong | Group Employee | 150,000 | | Ms. Pang Yoke Moi | Group Employee | 100,000 | | Mr. Pang Siew Sam | Service Provider | 800,000 | | Mr. Pang Siew Way | Service Provider | 800,000 | | **Total** | | **8,100,000** | - The fair value of the share options was approximately **USD 367,000**, determined and measured using the Binomial Option Pricing Model[83](index=83&type=chunk)[157](index=157&type=chunk) - During the reporting period, **30,000 share options** lapsed, and as of April 30, 2025, **18,960,000 share options** remained unexercised and exercisable[83](index=83&type=chunk) [Changes in Senior Management and Board Composition](index=26&type=section&id=Changes%20in%20Senior%20Management%20and%20Board%20Composition) Effective June 20, 2025, Mr. Huan Yean San ceased to be a member of the Nomination Committee, and Ms. Kwok Yuen Lam was appointed as a new member - Effective June 20, 2025, Mr. Huan Yean San, an independent non-executive director, ceased to be a member of the Nomination Committee[87](index=87&type=chunk) - Ms. Kwok Yuen Lam, an independent non-executive director, has been appointed as a member of the Nomination Committee[87](index=87&type=chunk) [Audit Committee](index=27&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors, reviews and oversees financial reporting, risk management, and internal controls, having reviewed the unaudited condensed consolidated interim results - The Audit Committee comprises three independent non-executive directors, with Mr. Huan Yean San as Chairman[88](index=88&type=chunk) - The primary functions of the Audit Committee include reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[88](index=88&type=chunk) - The Audit Committee has reviewed the Company's unaudited condensed consolidated interim results and interim report for the reporting period and concurred with the accounting principles and practices adopted[88](index=88&type=chunk) [Publication of Interim Report](index=27&type=section&id=Publication%20of%20Interim%20Report) This interim report has been published on the Company's website and the HKEX website - This report has been published on the Company's website (http://www.gml.com.my) and the Stock Exchange's website (http://www.hkexnews.hk)[89](index=89&type=chunk) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=28&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) For the six months ended April 30, 2025, the Group's revenue grew to USD 11.70 million, but profit for the period significantly decreased to USD 22 thousand, with basic and diluted earnings per share falling to 0.01 US cents Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Key Data (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------------------------------- | :---------------- | :---------------- | | Revenue | 11,698 | 8,813 | | Cost of sales | (9,223) | (6,497) | | Gross profit | 2,475 | 2,316 | | Other income and net gains/(losses) | 27 | 1,078 | | Selling and distribution expenses | (338) | (343) | | General and administrative expenses | (1,714) | (1,531) | | Operating profit | 409 | 1,412 | | Finance costs | (257) | (450) | | Profit before income tax | 152 | 962 | | Income tax expense | (130) | (227) | | Profit for the period | 22 | 735 | | Total comprehensive income for the period | 277 | 722 | | Basic earnings per share (US cents) | 0.01 | 0.29 | | Diluted earnings per share (US cents) | 0.01 | 0.20 | - Revenue increased by **32.7% year-on-year to USD 11.70 million**, but profit for the period significantly decreased to **USD 22 thousand** (2024: USD 735 thousand)[92](index=92&type=chunk) - Basic and diluted earnings per share both decreased to **0.01 US cents** (2024: 0.29 US cents and 0.20 US cents, respectively)[92](index=92&type=chunk) [Condensed Consolidated Statement of Financial Position](index=29&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, the Group's net current assets and total equity increased, marked by significant rises in inventory and trade payables, while financial assets at fair value through profit or loss and convertible bonds decreased Condensed Consolidated Statement of Financial Position Key Data (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :-------------------------------------------- | :-------------------------- | :---------------------------- | | Non-current assets | 7,147 | 7,117 | | Current assets | 33,312 | 27,926 | | Inventories | 22,222 | 14,980 | | Trade receivables | 4,113 | 5,041 | | Financial assets at fair value through profit or loss | 54 | 2,391 | | Current liabilities | 25,102 | 20,982 | | Trade and other payables | 12,115 | 6,772 | | Convertible bonds | – | 3,586 | | Net current assets | 8,210 | 6,944 | | Net assets | 15,224 | 13,958 | | Total equity | 15,224 | 13,958 | - Net current assets increased to **USD 8.21 million** (2024: USD 6.94 million), and total equity increased to **USD 15.22 million** (2024: USD 13.96 million)[93](index=93&type=chunk) - Inventories significantly increased to **USD 22.22 million** (2024: USD 14.98 million), and trade and other payables increased to **USD 12.12 million** (2024: USD 6.77 million)[93](index=93&type=chunk) - Financial assets at fair value through profit or loss decreased from **USD 2.39 million to USD 54 thousand**, and convertible bonds were fully converted into shares, with a zero balance at period-end (2024: USD 3.59 million)[93](index=93&type=chunk) [Condensed Consolidated Statement of Changes in Equity](index=30&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) For the six months ended April 30, 2025, total equity attributable to owners increased from USD 13.99 million to USD 15.26 million, primarily due to share capital and share premium increases from convertible bond conversion Condensed Consolidated Statement of Changes in Equity Key Data (USD (000s)) | Indicator | November 1, 2024 (Audited) (USD (000s)) | April 30, 2025 (Unaudited) (USD (000s)) | | :-------------------------------------- | :--------------------------------------- | :-------------------------------------- | | Share capital | 324 | 356 | | Share premium | 7,173 | 9,161 | | Merger reserve | 679 | 679 | | Exchange fluctuation reserve | (1,307) | (1,052) | | Convertible bond reserve | 1,031 | – | | Share option reserve | 361 | 360 | | Retained earnings | 5,726 | 5,755 | | Total equity attributable to owners of the Company | 13,987 | 15,259 | | Non-controlling interests | (29) | (35) | | **Total Equity** | **13,958** | **15,224** | - Total equity attributable to owners of the Company increased from **USD 13.99 million** as of November 1, 2024, to **USD 15.26 million** as of April 30, 2025[95](index=95&type=chunk) - The issuance of shares due to the conversion of convertible bonds resulted in an increase in share capital of **USD 32 thousand**, a share premium increase of **USD 1.99 million**, and a decrease in convertible bond reserve of **USD 1.03 million**[95](index=95&type=chunk) - Exchange differences arising from the translation of financial statements of overseas subsidiaries led to an increase in the exchange fluctuation reserve of **USD 255 thousand**[95](index=95&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=31&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) For the six months ended April 30, 2025, the Group's operating cash flow turned positive, with reduced cash outflows from investing and financing activities, though cash and cash equivalents remained in a net overdraft position Condensed Consolidated Statement of Cash Flows Key Data (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------------------------------- | :---------------- | :---------------- | | Net cash generated from/(used in) operating activities | 684 | (376) | | Net cash (used in)/generated from investing activities | (43) | 4,469 | | Net cash used in financing activities | (407) | (2,337) | | Net increase in cash and cash equivalents | 234 | 1,756 | | Cash and cash equivalents at beginning of period | (1,669) | (2,676) | | Cash and cash equivalents at end of period | (1,379) | (933) | - Net cash generated from operating activities was **USD 684 thousand**, a significant improvement from net cash used of **USD 376 thousand** in the same period of 2024[97](index=97&type=chunk) - Net cash used in investing activities was **USD 43 thousand**, compared to net cash generated of **USD 4.47 million** in the same period of 2024, primarily due to proceeds from the disposal of property, plant, and equipment in 2024[97](index=97&type=chunk) - Net cash used in financing activities significantly decreased to **USD 407 thousand** (2024: USD 2.34 million), mainly due to offsetting bank loan repayments and proceeds[97](index=97&type=chunk) - Cash and cash equivalents at the end of the period were **negative USD 1.38 million**, indicating the Company remained in a bank overdraft position[97](index=97&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=32&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) [General Information](index=32&type=section&id=General%20Information) The Company was incorporated in the Cayman Islands and listed on the Main Board of the Stock Exchange since November 11, 2016, primarily engaged in investment holding - The Company was incorporated in the Cayman Islands on June 21, 2016, and has been listed on the Main Board of the Stock Exchange since November 11, 2016[99](index=99&type=chunk) - The Company's principal activity is investment holding, with the Group's principal activities detailed in Note 3[100](index=100&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=32&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The condensed consolidated financial statements are prepared under HKAS 34 and Listing Rules Appendix D2 on a going concern basis, with no significant impact from newly applied standards or amendments - The condensed consolidated financial statements have been prepared in accordance with Hong Kong Accounting Standard 34 issued by the Hong Kong Institute of Certified Public Accountants and the applicable disclosure requirements of Appendix D2 to the Listing Rules[102](index=102&type=chunk) - The financial statements are prepared on a going concern basis, as the Directors believe the Group has sufficient financial resources to meet its financial obligations as they fall due[102](index=102&type=chunk) - The application of amendments to Hong Kong Financial Reporting Standards during the reporting period had no significant impact on the financial position and performance for the current and prior periods[105](index=105&type=chunk) [Revenue and Segment Reporting](index=33&type=section&id=Revenue%20and%20Segment%20Reporting) The Group's core businesses include bus body and kit sales, parts sales and services, and car rental, with bus body and kit sales being the primary revenue driver showing significant growth - The Group's principal activities include the sales of bus bodies and kits, sales of parts and provision of related services, car rental, and sales of programs and related intellectual property rights (which generated no revenue in this reporting period)[106](index=106&type=chunk) Revenue by Major Product or Service (USD (000s)) | Product or Service | 2025 (USD (000s)) | 2024 (USD (000s)) | | :---------------------------------------- | :---------------- | :---------------- | | Sales of bus bodies and kits | 9,875 | 6,858 | | Sales of parts and provision of related services | 1,702 | 1,955 | | Car rental | 121 | – | | **Total** | **11,698** | **8,813** | Revenue by Geographical Location (USD (000s)) | Geographical Location | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------- | :---------------- | :---------------- | | New Zealand | 4,499 | 214 | | Malaysia | 3,527 | 958 | | Singapore | 2,285 | 2,788 | | United States | 600 | 1,486 | | Hong Kong | 545 | 953 | | Australia | 8 | 2,271 | | Others | 234 | 143 | | **Total** | **11,698** | **8,813** | Reportable Segment Profit (USD (000s)) | Segment | 2025 (USD (000s)) | 2024 (USD (000s)) | | :---------------------------------------- | :---------------- | :---------------- | | Sales of bus bodies and kits | 361 | 170 | | Sales of parts and provision of related services | 476 | 618 | | Sales of programs and related intellectual property rights | – | (70) | | Car rental | 8 | – | | **Total** | **845** | **718** | [Other Income and Net Gains/(Losses)](index=37&type=section&id=Other%20Income%20and%20Net%20Gains%2F%28Losses%29) Other income and net gains significantly decreased to USD 27 thousand during the period, primarily due to the absence of gains from property, plant, and equipment sales and financial assets at fair value through profit or loss recorded in 2024 Other Income and Net Gains/(Losses) (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------------------------------- | :---------------- | :---------------- | | Bank and other interest income | – | 96 | | Dividend income from listed securities | 1 | – | | Net exchange gains | 7 | 92 | | Gain on disposal of listed securities | 3 | – | | Gain on disposal of property, plant and equipment | – | 575 | | Fair value (loss)/gain on financial assets at fair value through profit or loss | (3) | 299 | | Others | 19 | 16 | | **Total** | **27** | **1,078** | - Other income and net gains/(losses) significantly decreased from **USD 1.08 million** in the same period of 2024 to **USD 27 thousand**[118](index=118&type=chunk) - The decrease was primarily due to the **USD 575 thousand** gain on disposal of property, plant, and equipment and **USD 299 thousand** fair value gain on financial assets at fair value through profit or loss in the prior period, which were absent or losses in the current period[118](index=118&type=chunk) [Profit Before Income Tax](index=38&type=section&id=Profit%20Before%20Income%20Tax) Profit before income tax was influenced by reduced finance costs due to lower bank borrowing and convertible bond interest, offset by increased staff costs from higher salaries and benefits Finance Costs (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------------------------- | :---------------- | :---------------- | | Interest expense on bank and other borrowings | 164 | 320 | | Interest expense on lease liabilities | 3 | 3 | | Imputed interest on convertible bonds | 90 | 127 | | **Total** | **257** | **450** | - Finance costs decreased from **USD 450 thousand** in the same period of 2024 to **USD 257 thousand**, mainly due to lower interest expense on bank and other borrowings and imputed interest on convertible bonds[121](index=121&type=chunk) Staff Costs (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------------------------- | :---------------- | :---------------- | | Salaries, wages and other benefits | 1,263 | 1,069 | | Contributions to defined contribution retirement plans | 116 | 92 | | **Total** | **1,379** | **1,161** | - Staff costs increased from **USD 1.16 million** in the same period of 2024 to **USD 1.38 million**, primarily due to an increase in salaries, wages, and other benefits[122](index=122&type=chunk) - Cost of inventories was **USD 9.22 million** (2024: USD 6.50 million), with no reversal of provision for obsolete inventories in the current period[124](index=124&type=chunk) [Dividends](index=39&type=section&id=Dividends) The Board does not recommend paying an interim dividend for the reporting period - The Board does not recommend paying an interim dividend for the reporting period (for the six months ended April 30, 2024: nil)[125](index=125&type=chunk) [Income Tax](index=39&type=section&id=Income%20Tax) Income tax expense for the period decreased to USD 130 thousand, primarily from Singaporean and Malaysian subsidiaries, as no taxable profits were recorded in Cayman Islands, BVI, Hong Kong, or China Income Tax Expense (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :------------ | :---------------- | :---------------- | | Current tax | 138 | 213 | | Deferred tax | (8) | 14 | | **Total** | **130** | **227** | - Income tax expense was **USD 130 thousand**, a decrease from **USD 227 thousand** in the same period of 2024[126](index=126&type=chunk) - The Group had no taxable profits in the Cayman Islands, British Virgin Islands, Hong Kong, and China, thus no income tax was payable in these jurisdictions[126](index=126&type=chunk) - Singaporean subsidiaries are subject to a tax rate of **17%**, and Malaysian subsidiaries are subject to a tax rate of **24%**[126](index=126&type=chunk) [Earnings Per Share](index=40&type=section&id=Earnings%20Per%20Share) Basic and diluted earnings per share significantly decreased to 0.01 US cents, mainly due to a substantial reduction in profit attributable to owners, with no dilutive effect from share options Earnings Per Share (US cents) | Indicator | 2025 (US cents) | 2024 (US cents) | | :---------------- | :-------------- | :-------------- | | Basic earnings per share | 0.01 | 0.29 | | Diluted earnings per share | 0.01 | 0.20 | - Basic and diluted earnings per share both decreased to **0.01 US cents**, primarily based on profit attributable to owners of the Company of approximately **USD 28 thousand** (2024: USD 736 thousand)[130](index=130&type=chunk)[131](index=131&type=chunk) - No dilutive effect from share options was recognized in the current reporting period or the same period of 2024, as the exercise price of the share options was higher than the average market price of the shares[131](index=131&type=chunk) [Changes in Property, Plant and Equipment and Right-of-Use Assets](index=41&type=section&id=Changes%20in%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) The Group increased expenditures on property, plant, and equipment purchases and initiated new car leasing arrangements, without recording any gains from asset disposals - The Group purchased property, plant, and equipment at a cost of approximately **USD 0.10 million** (2024: USD 17 thousand)[132](index=132&type=chunk) - The Group did not record any gain or loss on the disposal of property, plant, and equipment (2024: gain of approximately USD 575 thousand)[132](index=132&type=chunk) - The Group entered into new lease arrangements for the purchase of motor vehicles amounting to approximately **USD 74 thousand** (2024: nil)[133](index=133&type=chunk) [Trade and Other Receivables, Deposits and Prepayments](index=42&type=section&id=Trade%20and%20Other%20Receivables%2C%20Deposits%20and%20Prepayments) At period-end, net trade receivables decreased, but overdue amounts over 90 days increased, while total deposits, prepayments, and other receivables rose, including impairment provisions related to inventory returns Trade Receivables (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :------------------------ | :-------------------------- | :---------------------------- | | Trade receivables | 4,631 | 5,511 | | Less: Provision for impairment loss | (518) | (470) | | **Net** | **4,113** | **5,041** | Ageing Analysis of Trade Receivables (USD (000s)) | Ageing | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :------------ | :-------------------------- | :---------------------------- | | Within 30 days | 2,850 | 3,925 | | 31 to 90 days | 178 | 369 | | Over 90 days | 1,085 | 747 | | **Total** | **4,113** | **5,041** | Deposits, Prepayments and Other Receivables (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :-------------------------------------------- | :-------------------------- | :---------------------------- | | Deposits | 748 | 413 | | Prepayments | 4,823 | 3,912 | | Other receivables | 4,215 | 4,091 | | Less: Provision for impairment loss | (3,724) | (3,724) | | **Subtotal** | **6,062** | **4,692** | | Less: Non-current portion (deposits paid for acquisition of a subsidiary) | (330) | (330) | | **Total** | **5,732** | **4,362** | - Other receivables include an impairment loss provision of **USD 3.72 million**, related to certain inventory returns from the sales of programs and related intellectual property rights segment[141](index=141&type=chunk) [Pledged Bank Deposits](index=44&type=section&id=Pledged%20Bank%20Deposits) Pledged bank deposits decreased to USD 22 thousand as of April 30, 2025, from USD 132 thousand, serving as collateral for the Group's bank financing Pledged Bank Deposits (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :------------ | :-------------------------- | :---------------------------- | | Fixed deposits | 22 | 132 | - Pledged bank deposits are pledged to banks as security for bank facilities granted to the Group[143](index=143&type=chunk) [Trade and Other Payables](index=44&type=section&id=Trade%20and%20Other%20Payables) As of April 30, 2025, total trade and other payables significantly increased to USD 12.12 million, primarily driven by trade payables, with a higher proportion of overdue amounts Trade and Other Payables (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :-------------------------------- | :-------------------------- | :---------------------------- | | Trade payables | 11,706 | 5,676 | | Other payables and accrued expenses | 391 | 1,096 | | Deposits received | 18 | – | | **Total** | **12,115** | **6,772** | Ageing Analysis of Trade Payables (USD (000s)) | Ageing | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :------------ | :-------------------------- | :---------------------------- | | Within 30 days | 2,493 | 2,284 | | 31 to 90 days | 6,998 | 2,056 | | Over 90 days | 2,215 | 1,336 | | **Total** | **11,706** | **5,676** | - Total trade and other payables increased from **USD 6.77 million** as of October 31, 2024, to **USD 12.12 million**, primarily driven by an increase in trade payables[144](index=144&type=chunk) [Bank Borrowings and Overdrafts](index=45&type=section&id=Bank%20Borrowings%20and%20Overdrafts) As of April 30, 2025, total bank borrowings and overdrafts slightly decreased, despite new bank borrowings secured by various assets and directors' personal guarantees Bank Borrowings and Overdrafts (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :------------------ | :-------------------------- | :---------------------------- | | Bank overdrafts | 1,947 | 2,328 | | Trust receipts loans | 3,251 | 2,268 | | Other bank loans | 1,193 | 2,074 | | **Total** | **6,391** | **6,670** | - Total bank borrowings and overdrafts decreased from **USD 6.67 million** as of October 31, 2024, to **USD 6.39 million**[146](index=146&type=chunk) - The Group obtained new bank borrowings of approximately **USD 4.86 million**[146](index=146&type=chunk) - Bank borrowings are secured by freehold land and buildings, bank deposits, listed securities, and personal guarantees from Directors[147](index=147&type=chunk) [Convertible Bonds](index=46&type=section&id=Convertible%20Bonds) The Company issued HKD 25 million (approximately USD 3.22 million) convertible bonds on February 28, 2022, at 4.25% annual interest, which matured and were fully converted into 25 million shares by April 30, 2025 - The Company issued convertible bonds with a total principal amount of **HKD 25 million** (approximately USD 3.22 million) on February 28, 2022, bearing an annual interest rate of **4.25%**[149](index=149&type=chunk) - The maturity date of the convertible bonds was extended to the third anniversary of their issuance[149](index=149&type=chunk) - For the six months ended April 30, 2025, the convertible bonds matured and were fully converted, with the Company allotting and issuing **25 million shares** on March 7, 2025[152](index=152&type=chunk) Convertible Bonds Split (USD (000s)) | Indicator | Liability Component (USD (000s)) | Embedded Derivative (USD (000s)) | Equity Component (USD (000s)) | Total (USD (000s)) | | :------------------ | :------------------------------- | :------------------------------- | :---------------------------- | :----------------- | | November 1, 2024 | 3,586 | (2,276) | 1,031 | 2,341 | | Imputed interest | 90 | – | – | 90 | | Interest payment | (411) | – | – | (411) | | Conversion to shares | (3,265) | 2,276 | (1,031) | (2,020) | | April 30, 2025 | – | – | – | – | [Share Capital](index=48&type=section&id=Share%20Capital) As of April 30, 2025, the Company's issued and fully paid share capital increased to 276,364,000 shares, primarily due to the conversion of convertible bonds into 25,000,000 shares Share Capital Movement (USD (000s)) | Indicator | Number of Shares | Amount (USD (000s)) | | :-------------------------------------- | :--------------- | :------------------ | | November 1, 2024 | 251,364,000 | 324 | | Shares issued upon conversion of convertible bonds | 25,000,000 | 32 | | **April 30, 2025** | **276,364,000** | **356** | - Issued and fully paid share capital increased from **251,364,000 shares** as of November 1, 2024, to **276,364,000 shares** as of April 30, 2025[154](index=154&type=chunk) - The share capital increased by **USD 32 thousand**, primarily due to the conversion of convertible bonds into **25,000,000 shares**[154](index=154&type=chunk) [Share Option Scheme](index=48&type=section&id=Share%20Option%20Scheme) The Company's share option scheme aims to incentivize employees, with 4,676,000 shares available for grant and 18,960,000 options from the August 2023 grant remaining unexercised as of April 30, 2025 - The Share Option Scheme aims to provide incentives or rewards to eligible participants and will expire on October 20, 2026[155](index=155&type=chunk) - As of April 30, 2025, the number of share options available for grant under the scheme's authorized limit was **4,676,000 shares**, representing approximately **1.7%** of the issued shares[162](index=162&type=chunk) - A total of **19,700,000 share options** were granted on August 18, 2023, with an exercise price of **HKD 0.440 per share** and a validity period of three years[157](index=157&type=chunk) - During the reporting period, **30,000 share options** lapsed, and as of April 30, 2025, **18,960,000 share options** remained unexercised and exercisable[83](index=83&type=chunk) [Fair Value of Financial Instruments](index=50&type=section&id=Fair%20Value%20of%20Financial%20Instruments) The Group's financial instruments are fair valued across three levels, with listed equity securities in Level 1 and convertible bond embedded derivatives in Level 3, showing no transfers between levels during the period - The fair value measurement of the Group's financial instruments is categorized into three levels as defined by Hong Kong Financial Reporting Standard 13[163](index=163&type=chunk) - The fair value of listed equity securities is based on market quotations and classified as Level 1 valuation[164](index=164&type=chunk)[166](index=166&type=chunk) - The embedded derivative component of convertible bonds is classified as Level 3 valuation[163](index=163&type=chunk)[165](index=165&type=chunk) - For the six months ended April 30, 2025, and the year ended October 31, 2024, there were no transfers between Level 1 and Level 2, nor any transfers into or out of Level 3[165](index=165&type=chunk) [Capital Commitments](index=52&type=section&id=Capital%20Commitments) As of April 30, 2025, the Group's significant contracted capital commitments not recognized as liabilities totaled USD 446 thousand, including investments in a joint venture (since deregistered) and deposits for subsidiary acquisition Significant Capital Commitments Contracted but Not Provided For (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :-------------------------------------- | :-------------------------- | :---------------------------- | | Investment in a joint venture | 206 | 211 | | Acquisition of a subsidiary | 240 | 237 | | **Total** | **446** | **448** | - The investment in a joint venture (RMB 1,500,000) was deregistered after the reporting period, and the Group no longer has any capital contribution obligations[168](index=168&type=chunk) - Deposits paid for the acquisition of a subsidiary amounted to **USD 330 thousand**, of which **USD 240 thousand** remains as contracted but unprovided capital expenditure[138](index=138&type=chunk)[168](index=168&type=chunk) [Related Party Transactions](index=52&type=section&id=Related%20Party%20Transactions) The Group engages in related party transactions with companies controlled by directors' close family members, involving purchases and sales of parts and services, with increased key management personnel compensation - The Group has related party transactions with companies controlled by close family members of Directors, including SW Excel Tech Engineering Sdn. Bhd., P&P Excel Car Air-Conditioning Sdn. Bhd., P&P Excel Tech Engineering Sdn. Bhd., and Cemerlang Trend Sdn. Bhd.[170](index=170&type=chunk) Key Management Personnel Compensation (USD (000s)) | Indicator | 2025 (USD (000s)) | 2024 (USD (000s)) | | :-------------------- | :---------------- | :---------------- | | Short-term employee benefits | 494 | 309 | | Termination benefits | 55 | 34 | | **Total** | **549** | **343** | - Key management personnel compensation increased from **USD 343 thousand** in the same period of 2024 to **USD 549 thousand**[171](index=171&type=chunk) - Outstanding balances with related parties are unsecured, interest-free, and repayable on demand, with a net amount payable of **USD 99 thousand** as of April 30, 2025 (2024: USD 71 thousand)[172](index=172&type=chunk)[173](index=173&type=chunk) Other Related Party Transactions (USD (000s)) | Transaction Type | Related Party | 2025 (USD (000s)) | 2024 (USD (000s)) | | :--------------- | :------------------------------------- | :---------------- | :---------------- | | Purchase of parts and services | P&P Excel Car Air-Conditioning Sdn. Bhd. | 12 | 7 | | | P&P Excel Tech Engineering Sdn. Bhd. | 83 | 174 | | | Cemerlang Trend Sdn. Bhd. | 34 | – | | **Total Purchases** | | **129** | **181** | | Sale of parts and services | P&P Excel Tech Engineering Sdn. Bhd. | 10 | 3 | | | SW Excel Tech Engineering Sdn. Bhd. | – | 2 | | **Total Sales** | | **10** | **5** | [Contingent Liabilities](index=55&type=section&id=Contingent%20Liabilities) As of April 30, 2025, the Group's contingent liabilities increased to USD 52 thousand, primarily comprising contract performance guarantees benefiting customers Contingent Liabilities (USD (000s)) | Indicator | April 30, 2025 (USD (000s)) | October 31, 2024 (USD (000s)) | | :-------------------------------------- | :-------------------------- | :---------------------------- | | Contract performance guarantees in favor of customers | 52 | 26 | - Contingent liabilities primarily consist of contract performance guarantees in favor of customers, amounting to **USD 52 thousand** (2024: USD 26 thousand)[177](index=177&type=chunk) - These guarantees serve as security for the Group's performance of contractual obligations with customers and will be released upon completion of the contract works[177](index=177&type=chunk)

[Interim Results Announcement](index=1&type=section&id=Interim%20Results%20Announcement) [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=1&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The Group's revenue for the six months ended April 30, 2025, increased by 32.7% year-on-year to $11,698 thousand, but operating profit and profit for the period significantly decreased, mainly due to reduced other income and finance costs, with basic earnings per share falling from 0.29 cents to 0.01 cents Summary of Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income | Indicator | 2025 (USD '000) | 2024 (USD '000) | Year-on-year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 11,698 | 8,813 | +32.7% | | Cost of Sales | (9,223) | (6,497) | +41.9% | | Gross Profit | 2,475 | 2,316 | +6.9% | | Other Income and Net Gains/(Losses) | 27 | 1,078 | -97.5% | | Selling and Distribution Expenses | (338) | (343) | -1.5% | | Net Impairment Loss Provision for Trade and Other Receivables | (41) | (108) | -62.0% | | General and Administrative Expenses | (1,714) | (1,531) | +11.9% | | Operating Profit | 409 | 1,412 | -71.0% | | Finance Costs | (257) | (450) | -42.9% | | Profit Before Income Tax | 152 | 962 | -84.2% | | Income Tax | (130) | (227) | -42.7% | | Profit for the Period | 22 | 735 | -97.0% | | Total Comprehensive Income for the Period | 277 | 722 | -61.6% | | Profit for the Period Attributable to Owners of the Company | 28 | 736 | -96.2% | | Basic Earnings Per Share (cents) | 0.01 | 0.29 | -96.6% | | Diluted Earnings Per Share (cents) | 0.01 | 0.20 | -95.0% | [Condensed Consolidated Statement of Financial Position](index=3&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2025, the Group's total assets and total equity both increased, with net current assets rising primarily due to changes in inventories and trade and other payables, while convertible bonds were fully converted and no longer listed as current liabilities Summary of Condensed Consolidated Statement of Financial Position | Indicator | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | Change (USD '000) | | :--- | :--- | :--- | :--- | | **Non-current Assets** | | | | | Property, Plant and Equipment | 6,504 | 6,478 | +26 | | Intangible Assets | 313 | 309 | +4 | | Deposit Paid for Acquisition of a Subsidiary | 330 | 330 | 0 | | **Total Non-current Assets** | **7,147** | **7,117** | **+30** | | **Current Assets** | | | | | Inventories | 22,222 | 14,980 | +7,242 | | Trade Receivables | 4,113 | 5,041 | -928 | | Deposits, Prepayments and Other Receivables | 5,732 | 4,362 | +1,370 | | Tax Recoverable | 601 | 361 | +240 | | Financial Assets at Fair Value Through Profit or Loss | 54 | 2,391 | -2,337 | | Pledged Bank Deposits | 22 | 132 | -110 | | Cash and Bank Balances | 568 | 659 | -91 | | **Total Current Assets** | **33,312** | **27,926** | **+5,386** | | **Current Liabilities** | | | | | Trade and Other Payables | 12,115 | 6,772 | +5,343 | | Contract Liabilities | 6,535 | 3,903 | +2,632 | | Bank Loans and Overdrafts | 6,391 | 6,670 | -279 | | Lease Liabilities | 57 | 35 | +22 | | Convertible Bonds | – | 3,586 | -3,586 | | Tax Provision | 4 | 16 | -12 | | **Total Current Liabilities** | **25,102** | **20,982** | **+4,120** | | **Net Current Assets** | **8,210** | **6,944** | **+1,266** | | **Total Assets Less Current Liabilities** | **15,357** | **14,061** | **+1,296** | | **Non-current Liabilities** | | | | | Lease Liabilities | 106 | 68 | +38 | | Deferred Tax Liabilities | 27 | 35 | -8 | | **Total Non-current Liabilities** | **133** | **103** | **+30** | | **Net Assets** | **15,224** | **13,958** | **+1,266** | | **Total Equity** | **15,224** | **13,958** | **+1,266** | [Notes to the Condensed Consolidated Financial Statements](index=4&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides supplementary information on the basis of preparation, key accounting policies, revenue and segment reporting, expenses, taxation, earnings per share, asset and liability changes, and convertible bond treatment, crucial for understanding the Group's financial position and operating results [1. General Information](index=4&type=section&id=1.%20General%20Information) - Registered in **Cayman Islands** on June 21, 2016, as an exempted company[6](index=6&type=chunk) - Listed on the **Main Board of The Stock Exchange of Hong Kong Limited** since November 11, 2016[6](index=6&type=chunk) - Principal activities: investment holding, assembly and sale of aluminum and steel buses, and production of bus bodies[7](index=7&type=chunk) [2. Basis of Preparation and Principal Accounting Policies](index=4&type=section&id=2.%20Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) - Prepared in accordance with **Hong Kong Accounting Standard 34 'Interim Financial Reporting'** issued by the Hong Kong Institute of Certified Public Accountants and applicable disclosure requirements of Appendix D2 of the Listing Rules of the Stock Exchange[8](index=8&type=chunk) - Accounting policies prepared on a **historical cost basis**, except for financial assets at fair value through profit or loss and derivative financial instruments[9](index=9&type=chunk) - Going concern: Directors believe the Group will have **sufficient financial resources** to meet its financial obligations in the foreseeable future[8](index=8&type=chunk) - Application of new standards: First-time application of amendments to HKAS 1, HKFRS 16, HKAS 7, and HKFRS 7 had **no significant impact** on the financial position, performance, and/or disclosures for the current and prior periods[10](index=10&type=chunk) [3. Revenue and Segment Reporting](index=5&type=section&id=3.%20Revenue%20and%20Segment%20Reporting) - Principal activities: (i) **sale of bus bodies and kits**, (ii) **sale of parts and provision of related services**, (iii) **leasing of motor vehicles**, and (iv) sale of program and related intellectual property rights (no revenue generated in the reporting period)[11](index=11&type=chunk) Revenue by Major Product or Service | Product/Service | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | Sale of bus bodies and kits | 9,875 | 6,858 | | Sale of parts and provision of related services | 1,702 | 1,955 | | Leasing of motor vehicles | 121 | – | | **Total Revenue** | **11,698** | **8,813** | Revenue by Geographical Location | Region | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | New Zealand | 4,499 | 214 | | Malaysia (place of operation) | 3,527 | 958 | | Singapore | 2,285 | 2,788 | | United States of America ("USA") | 600 | 1,486 | | Hong Kong | 545 | 953 | | Australia | 8 | 2,271 | | Others | 234 | 143 | | **Total** | **11,698** | **8,813** | - Segment reporting: The Group is divided into business units by product and service, with two reportable operating segments: **sale of bus bodies and kits** and **sale of parts and provision of related services**[15](index=15&type=chunk)[17](index=17&type=chunk) Analysis of Reportable Segment Revenue and Profit | Segment | 2025 Revenue (USD '000) | 2025 Profit (USD '000) | 2024 Revenue (USD '000) | 2024 Profit/(Loss) (USD '000) | | :--- | :--- | :--- | :--- | :--- | | Sale of bus bodies and kits | 9,875 | 361 | 6,858 | 170 | | Sale of parts and provision of related services | 1,702 | 476 | 1,955 | 618 | | Sale of program and related intellectual property rights | – | – | – | (70) | | Leasing of motor vehicles | 121 | 8 | – | – | | **Total** | **11,698** | **845** | **8,813** | **718** | [4. Other Income and Net Gains/(Losses)](index=8&type=section&id=4.%20Other%20Income%20and%20Net%20Gains%2F%28Losses%29) Details of Other Income and Net Gains/(Losses) | Item | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | Bank and other interest income | – | 96 | | Dividends from listed securities | 1 | – | | Net exchange gains | 7 | 92 | | Gain on disposal of listed securities | 3 | – | | Gain on disposal of property, plant and equipment | – | 575 | | Fair value (loss)/gain on financial assets at fair value through profit or loss | (3) | 299 | | Others | 19 | 16 | | **Total** | **27** | **1,078** | - Total other income and net gains significantly **decreased by 97.5%** from $1,078 thousand in 2024 to **$27 thousand** in 2025[20](index=20&type=chunk) [5. Profit Before Income Tax](index=8&type=section&id=5.%20Profit%20Before%20Income%20Tax) Details of Finance Costs | Item | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | Interest expense on bank and other borrowings | 164 | 320 | | Interest expense on lease liabilities | 3 | 3 | | Imputed interest on convertible bonds | 90 | 127 | | **Total Finance Costs** | **257** | **450** | Details of Staff Costs | Item | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | Salaries, wages and other benefits | 1,263 | 1,069 | | Contributions to defined contribution retirement plans | 116 | 92 | | **Total Staff Costs** | **1,379** | **1,161** | - Cost of inventories increased from $6,497 thousand in 2024 to **$9,223 thousand** in 2025[23](index=23&type=chunk) - Net impairment loss provision for trade and other receivables decreased from $108 thousand in 2024 to **$41 thousand** in 2025[23](index=23&type=chunk) [6. Dividends](index=9&type=section&id=6.%20Dividends) - The Board does not recommend the payment of an interim dividend for the reporting period (six months ended April 30, 2024: nil)[24](index=24&type=chunk) [7. Income Tax](index=10&type=section&id=7.%20Income%20Tax) Details of Income Tax Expense | Item | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | Current tax | 138 | 213 | | Deferred tax | (8) | 14 | | **Income Tax Expense** | **130** | **227** | - Hong Kong and PRC subsidiaries had **no assessable profits** during the reporting period and were therefore not subject to income tax[25](index=25&type=chunk) - Statutory income tax rate in Singapore is **17%**, and in Malaysia is **24%**[25](index=25&type=chunk) [8. Earnings Per Share](index=11&type=section&id=8.%20Earnings%20Per%20Share) Earnings Per Share | Indicator | 2025 (cents) | 2024 (cents) | | :--- | :--- | :--- | | Basic Earnings Per Share | 0.01 | 0.29 | | Diluted Earnings Per Share | 0.01 | 0.20 | - Profit for the period attributable to owners of the Company decreased from $736 thousand in 2024 to **$28 thousand** in 2025[27](index=27&type=chunk) - Weighted average number of ordinary shares in issue increased from 251,364,000 shares in 2024 to **258,960,685 shares** in 2025[27](index=27&type=chunk) - No dilutive effect from share options in 2025 as the exercise price was higher than the average market price of shares during the reporting period and for the six months ended April 30, 2024[28](index=28&type=chunk) [9. Movements in Property, Plant and Equipment and Right-of-Use Assets](index=12&type=section&id=9.%20Movements%20in%20Property%2C%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) - Cost of purchases of property, plant and equipment: approximately **$0.10 million** in 2025 (2024: approximately $17,000)[29](index=29&type=chunk) - No gain or loss on disposal of property, plant and equipment recorded (2024: gain of approximately $575,000)[29](index=29&type=chunk) - New lease arrangements: approximately **$74,000** for motor vehicles in 2025 (2024: nil)[30](index=30&type=chunk) [10. Trade Receivables, Deposits, Prepayments and Other Receivables](index=12&type=section&id=10.%20Trade%20Receivables%2C%20Deposits%2C%20Prepayments%20and%20Other%20Receivables) Trade Receivables | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Trade receivables | 4,631 | 5,511 | | Less: Impairment loss provision | (518) | (470) | | **Net** | **4,113** | **5,041** | Ageing Analysis of Trade Receivables | Ageing | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Within 30 days | 2,850 | 3,925 | | 31 to 90 days | 178 | 369 | | Over 90 days | 1,085 | 747 | | **Total** | **4,113** | **5,041** | Deposits, Prepayments and Other Receivables | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Deposits | 748 | 413 | | Prepayments | 4,823 | 3,912 | | Other receivables* | 4,215 | 4,091 | | Less: Impairment loss provision | (3,724) | (3,724) | | **Subtotal** | **6,062** | **4,692** | | Less: Non-current portion (Deposit paid for acquisition of a subsidiary**) | (330) | (330) | | **Net** | **5,732** | **4,362** | - Impairment loss of **$3,724 thousand** recognized for other receivables related to the sale of program and related intellectual property rights segment, due to overdue status and uncertain recoverability[35](index=35&type=chunk) - Deposit paid for acquisition of a subsidiary is **$330 thousand**, with the condition period extended to July 26, 2025[36](index=36&type=chunk)[37](index=37&type=chunk) [11. Pledged Bank Deposits](index=14&type=section&id=11.%20Pledged%20Bank%20Deposits) Pledged Bank Deposits | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Fixed deposits | 22 | 132 | - Pledged bank deposits are collateral for **bank facilities** granted to the Group[38](index=38&type=chunk) [12. Trade and Other Payables](index=14&type=section&id=12.%20Trade%20and%20Other%20Payables) Trade and Other Payables | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Trade payables | 11,706 | 5,676 | | Other payables and accrued expenses | 391 | 1,096 | | Deposits received | 18 | – | | **Total** | **12,115** | **6,772** | Ageing Analysis of Trade Payables | Ageing | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Within 30 days | 2,493 | 2,284 | | 31 to 90 days | 6,998 | 2,056 | | Over 90 days | 2,215 | 1,336 | | **Total** | **11,706** | **5,676** | - All trade and other payables are expected to be settled within **one year** or on demand[40](index=40&type=chunk) [13. Bank Loans and Overdrafts](index=15&type=section&id=13.%20Bank%20Loans%20and%20Overdrafts) Bank Loans and Overdrafts | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Bank overdrafts | 1,947 | 2,328 | | Trust receipt loans | 3,251 | 2,268 | | Other bank loans | 1,193 | 2,074 | | **Total** | **6,391** | **6,670** | - New bank borrowings of approximately **$4,859 thousand** obtained during the reporting period[41](index=41&type=chunk) - Bank borrowings are secured by the Group's **freehold land and buildings**, deposits with licensed banks, listed securities held for trading, and joint and several personal guarantees from directors limited to $210,000[42](index=42&type=chunk) [14. Convertible Bonds](index=16&type=section&id=14.%20Convertible%20Bonds) - Total principal amount of convertible bonds: **HK$25,000,000** (equivalent to approximately $3,222,000)[43](index=43&type=chunk) - Initial conversion price: **HK$1.00 per share**, with an annual interest rate of **4.25%**[43](index=43&type=chunk) - Maturity date extended to the **third anniversary** of the convertible bonds' issue date[44](index=44&type=chunk) - On March 7, 2025, convertible bonds matured and were **fully converted**, resulting in the allotment and issue of 25,000,000 shares by the Company[47](index=47&type=chunk) Breakdown of Convertible Bonds | Item | Liability Component (USD '000) | Derivative Financial Instrument (USD '000) | Equity Component (USD '000) | Total (USD '000) | | :--- | :--- | :--- | :--- | :--- | | November 1, 2024 (audited) | 3,586 | (2,276) | 1,031 | 2,341 | | Imputed interest for the six months ended April 30, 2025 | 90 | – | – | 90 | | Interest payment | (411) | – | – | (411) | | Conversion to shares | (3,265) | 2,276 | (1,031) | (2,020) | | **April 30, 2025 (unaudited)** | **–** | **–** | **–** | **–** | [Business Review](index=18&type=section&id=Business%20Review) [Products and Markets](index=18&type=section&id=Products%20and%20Markets) The Group primarily designs, assembles, and manufactures bus bodies and assembles buses, including aluminum city and long-distance buses, sold to core markets (Singapore, Malaysia) and expanding markets (Australia, New Zealand, Hong Kong, USA), with products delivered as semi-knocked down, completely knocked down, or complete buses - Principal activities: **design, assembly, and manufacture of bus bodies** and **assembly of buses**[49](index=49&type=chunk) - Target markets: **core markets** (Singapore and Malaysia) and **expanding markets** (Australia, New Zealand, Hong Kong, and USA)[49](index=49&type=chunk) - Product types: **aluminum city buses and long-distance buses**, primarily delivered to public and private bus transport operators[49](index=49&type=chunk) - Sales forms: (i) **local assembly and subsequent sale of bus bodies** (semi-knocked down and completely knocked down); and (ii) **complete buses** (finished vehicles)[49](index=49&type=chunk) [Revenue Contribution](index=18&type=section&id=Revenue%20Contribution) The sale of bus bodies and kits segment is the Group's primary revenue source, accounting for 84.5% of total revenue, driven mainly by aluminum bus and body sales due to their environmental compliance and energy efficiency advantages - Sale of bus bodies and kits segment contributed approximately **84.5%** (2024: approximately 77.8%) of revenue, primarily from aluminum bus and body sales[50](index=50&type=chunk) - Demand for aluminum buses and bodies will continue to be the **main driver of business growth** due to environmental standards, lighter weight, and better energy efficiency[50](index=50&type=chunk) [Delivery Volume](index=18&type=section&id=Delivery%20Volume) During the reporting period, the Group delivered a total of 72 complete vehicles and 47 completely knocked down units to customers - During the reporting period, the Group delivered a total of **72 complete vehicles** and **47 completely knocked down units** to customers[51](index=51&type=chunk) [Revenue from External Customers - Sale of Bus Bodies and Kits Segment](index=19&type=section&id=Revenue%20from%20External%20Customers%20-%20Sale%20of%20Bus%20Bodies%20and%20Kits%20Segment) Revenue from the sale of bus bodies and kits segment increased by 44.0% year-on-year to $9.88 million, primarily driven by an increase in completed bus orders delivered to New Zealand and Malaysia, totaling 72 complete vehicles and 47 completely knocked down units Revenue from External Customers - Sale of Bus Bodies and Kits Segment (by Geographical Location) | Region | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | New Zealand | 4,499 | 81 | | Malaysia (place of operation) | 3,342 | 933 | | Singapore | 768 | 1,188 | | USA | 538 | 1,410 | | Hong Kong | 509 | 926 | | Australia | – | 2,177 | | Others | 219 | 143 | | **Total** | **9,875** | **6,858** | - Revenue from the sale of bus bodies and kits segment was approximately **$9.88 million**, an increase of approximately **44.0%** compared to approximately $6.86 million in the same period of 2024[55](index=55&type=chunk) - Revenue increase primarily due to an increase in the number of **completed bus orders delivered to New Zealand and Malaysia**[55](index=55&type=chunk) - During the reporting period, the Group delivered a total of **72 complete vehicles** (2024: 58 vehicles) to customers in New Zealand, Hong Kong, Malaysia, and the USA, and **47 completely knocked down units** (2024: 4 units) to customers in New Zealand and Hong Kong[55](index=55&type=chunk) [Revenue from External Customers - Sale of Parts and Provision of Related Services](index=20&type=section&id=Revenue%20from%20External%20Customers%20-%20Sale%20of%20Parts%20and%20Provision%20of%20Related%20Services) Revenue from the sale of parts and provision of related services segment decreased by 12.9% year-on-year to $1.70 million, mainly due to a decline in maintenance and after-sales service volume in Singapore Revenue from External Customers - Sale of Parts and Provision of Related Services Segment (by Geographical Location) | Region | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | Singapore | 1,517 | 1,600 | | Malaysia (place of operation) | 64 | 25 | | USA | 62 | 76 | | Hong Kong | 36 | 27 | | Australia | 8 | 94 | | New Zealand | – | 132 | | Others | 15 | 1 | | **Total** | **1,702** | **1,955** | - Revenue from the sale of parts and provision of related services segment was approximately **$1.70 million**, a decrease of approximately **12.9%** compared to approximately $1.96 million in the same period of 2024[56](index=56&type=chunk) - The decrease was mainly due to a **decline in maintenance and after-sales service volume in Singapore**, which is correlated with the cumulative number of buses sold to Singapore[56](index=56&type=chunk) [Motor Vehicle Leasing Revenue](index=20&type=section&id=Motor%20Vehicle%20Leasing%20Revenue) During the reporting period, the Group recorded motor vehicle leasing revenue of approximately $0.12 million for the first time, primarily from leasing vans to customers in Malaysia - During the reporting period, the Group recorded revenue of approximately **$0.12 million** from leasing vans to customers in Malaysia (2024: nil)[57](index=57&type=chunk) [Outlook](index=20&type=section&id=Outlook) [Market Position and Expansion](index=20&type=section&id=Market%20Position%20and%20Expansion) The Group is committed to maintaining its market position in Asia and continuously expanding its presence in other regions such as the USA, Australia, New Zealand, and the Middle East, believing that superior product quality is key to becoming a leading bus manufacturing solution provider - The Group has consistently maintained its **market position in Asia**, continuously receiving customer support in the region[58](index=58&type=chunk) - In recent years, the Group has been dedicated to **expanding its market presence** in other regions such as the USA, Australia, New Zealand, and the Middle East[58](index=58&type=chunk) - The Group firmly believes that maintaining **superior product quality** is crucial to becoming a leading bus manufacturing solution provider[58](index=58&type=chunk) [Electric Vehicle Market](index=21&type=section&id=Electric%20Vehicle%20Market) The Group actively embraces the EV market trend, delivering 99 EVs and generating approximately $6.02 million in revenue during the reporting period, with future plans to explore trading complete EVs, participating in more EV projects, and strengthening collaborations with Chinese chassis operators to broaden EV manufacturing - Electric vehicles (EVs) have become a **major trend in the bus market**, and the Group is focused on adapting to this trend to maintain its competitive advantage[59](index=59&type=chunk) - During the reporting period, the Group delivered **99 EVs** (including complete vehicles and completely knocked down units) to customers (2024: 34 vehicles), generating revenue of approximately **$6.02 million** from these completed EV orders (2024: approximately $3.77 million)[59](index=59&type=chunk) - In addition to manufacturing EV bodies, the Group is exploring opportunities to **trade complete EVs** to diversify revenue streams and capitalize on EV market growth[59](index=59&type=chunk) - The Group is actively negotiating with potential customers in various markets, aiming to participate in **more EV projects and tenders**, and continue designing and manufacturing suitable bodies for different EV chassis based on regional demands[59](index=59&type=chunk) - The Group will intensify promotion of its **lightweight aluminum EV bus body solutions** and strengthen relationships with major chassis operators in China[59](index=59&type=chunk) - Beyond electric buses, the Group will also explore the possibility of manufacturing and trading a **wider range of commercial and special-purpose electric vehicles**[59](index=59&type=chunk) [Diversified Revenue Streams](index=21&type=section&id=Diversified%20Revenue%20Streams) Beyond its core bus manufacturing business, the Group has initiated motor vehicle leasing to diversify revenue and increase passive income, continuously seeking various business development opportunities for sustainable growth - The Group has also started **leasing motor vehicles to customers** to diversify its revenue streams and increase passive income[60](index=60&type=chunk) - In the future, the Group will continuously seek various business development opportunities and formulate different business strategies to effectively utilize resources and maintain **long-term sustainable growth**[60](index=60&type=chunk) [Operating Results and Financial Review](index=21&type=section&id=Operating%20Results%20and%20Financial%20Review) [Revenue](index=21&type=section&id=Revenue) During the reporting period, the Group's revenue was approximately $11.70 million, an increase of about 32.7% from $8.81 million in the prior year, primarily due to increased completed orders delivered to New Zealand and Malaysian customers, driving growth in bus body and kit sales - During the reporting period, the Group recorded revenue of approximately **$11.70 million**, an increase of approximately **32.7%** compared to approximately $8.81 million in the same period of 2024[61](index=61&type=chunk) - The increase was primarily attributable to the increase in **completed orders delivered to customers in New Zealand and Malaysia**, leading to higher revenue from the sale of bus bodies and kits[61](index=61&type=chunk) [By Product Category](index=22&type=section&id=By%20Product%20Category) The Group's revenue is primarily derived from complete city buses, accounting for 69.8% of total revenue, with significant growth in completely knocked down city bus revenue, a decrease in maintenance and after-sales service revenue, and the first contribution from motor vehicle leasing income Revenue by Product Category | Product Category | 2025 (USD '000) | 2025 (%) | 2024 (USD '000) | 2024 (%) | | :--- | :--- | :--- | :--- | :--- | | **Buses** | | | | | | Complete vehicles - City buses | 8,162 | 69.8 | 6,526 | 74.0 | | Complete vehicles - Long-distance buses | – | – | 251 | 2.8 | | Complete vehicles - Others | 768 | 6.6 | – | – | | **Bus Bodies** | | | | | | Completely knocked down - City buses | 945 | 8.1 | 81 | 1.0 | | Maintenance and after-sales services | 1,702 | 14.5 | 1,955 | 22.2 | | Motor vehicle leasing income | 121 | 1.0 | – | – | | **Total** | **11,698** | **100.0** | **8,813** | **100.0** | [By Geographical Location](index=22&type=section&id=By%20Geographical%20Location) Revenue from New Zealand and Malaysia significantly increased to $4,499 thousand and $3,527 thousand respectively, becoming key growth drivers, while revenue from Singapore, the USA, and Australia decreased Revenue from External Customers by Geographical Location | Region | 2025 (USD '000) | 2024 (USD '000) | | :--- | :--- | :--- | | New Zealand | 4,499 | 214 | | Malaysia (place of operation) | 3,527 | 958 | | Singapore | 2,285 | 2,788 | | USA | 600 | 1,486 | | Hong Kong | 545 | 953 | | Australia | 8 | 2,271 | | Others | 234 | 143 | | **Total** | **11,698** | **8,813** | [Gross Profit and Gross Profit Margin](index=23&type=section&id=Gross%20Profit%20and%20Gross%20Profit%20Margin) Gross profit for the reporting period was approximately $2.48 million, with a gross profit margin of about 21.2%, a decrease from 26.3% in the prior year, mainly due to the relatively higher gross profit margin from electric bus body sales to Australia in the previous period - The Group's gross profit for the reporting period and the same period in 2024 was approximately **$2.48 million** and **$2.32 million**, respectively[65](index=65&type=chunk) - The Group's gross profit margin for the reporting period and the same period in 2024 was approximately **21.2%** and approximately **26.3%**, respectively[65](index=65&type=chunk) - The decrease in gross profit margin for the reporting period compared to the same period in 2024 was mainly due to the **relatively higher gross profit margin from electric bus body sales to Australia** in the prior period[65](index=65&type=chunk) [Selling and Distribution Expenses](index=23&type=section&id=Selling%20and%20Distribution%20Expenses) Selling and distribution expenses for the reporting period were approximately $0.34 million, similar to the prior year, primarily comprising advertising, logistics, and sales staff travel expenses - The Group's selling and distribution expenses for the reporting period were approximately **$0.34 million**, similar to the level in the same period of 2024[66](index=66&type=chunk) - The Group's selling and distribution expenses primarily include **advertising and promotion expenses, logistics expenses, and sales staff travel expenses**[66](index=66&type=chunk) [General and Administrative Expenses](index=23&type=section&id=General%20and%20Administrative%20Expenses) General and administrative expenses increased by approximately $0.18 million (about 12.0%) during the reporting period, mainly due to higher staff costs resulting from revised management employee salaries - The Group's general and administrative expenses for the reporting period increased by approximately **$0.18 million** (approximately **12.0%**) compared to the same period in 2024[67](index=67&type=chunk) - The increase was primarily attributable to **higher staff costs** resulting from revised management employee salaries during the reporting period compared to the same period in 2024[67](index=67&type=chunk) [Income Tax Expense](index=23&type=section&id=Income%20Tax%20Expense) Income tax expense for the reporting period was approximately $0.13 million, a decrease from the prior year, mainly due to income tax provisions for Singaporean and Malaysian subsidiaries with profits before tax, and temporary tax differences from impairment loss provisions for trade receivables - Income tax expense recognized during the reporting period was approximately **$0.13 million**, compared to approximately $0.23 million in the same period of 2024[68](index=68&type=chunk) - Income tax expense for the reporting period was primarily attributable to **income tax provisions** recognized for the Group's Singaporean and Malaysian subsidiaries that recorded profit before income tax, and **temporary tax differences** arising from impairment loss provisions for trade receivables recognized during the reporting period[68](index=68&type=chunk) [Liquidity, Financial Resources and Capital Structure](index=24&type=section&id=Liquidity%2C%20Financial%20Resources%20and%20Capital%20Structure) [Cash Flow](index=24&type=section&id=Cash%20Flow) During the reporting period, the Group's working capital was primarily financed by bank loans - During the reporting period, the Group's working capital was primarily financed by **bank loans**[69](index=69&type=chunk) [Net Current Assets](index=24&type=section&id=Net%20Current%20Assets) As of April 30, 2025, the Group's net current assets were approximately $8.21 million, with a current ratio of about 1.33, similar to the level on October 31, 2024 - The Group's net current assets were approximately **$8.21 million** as of April 30, 2025, compared to approximately $6.94 million as of October 31, 2024[70](index=70&type=chunk) - As of April 30, 2025, the Group's current ratio was approximately **1.33** (October 31, 2024: approximately 1.33)[70](index=70&type=chunk) [Cash and Cash Equivalents, Bank Deposits and Bank Loans](index=24&type=section&id=Cash%20and%20Cash%20Equivalents%2C%20Bank%20Deposits%20and%20Bank%20Loans) As of April 30, 2025, cash and cash equivalents were approximately $0.57 million, pledged bank deposits decreased to $22,000, and bank loans and overdrafts decreased by about 4.18% to $6.39 million, all bearing floating interest rates and denominated in Malaysian Ringgit - As of April 30, 2025, the Group's cash and cash equivalents were approximately **$0.57 million**, compared to approximately $0.66 million as of October 31, 2024[71](index=71&type=chunk) - As of April 30, 2025, the Group's pledged bank deposits were approximately **$22,000**, compared to approximately $0.13 million as of October 31, 2024[71](index=71&type=chunk) - The Group's bank loans and overdrafts decreased by approximately **4.18%** from approximately $6.67 million as of October 31, 2024, to approximately **$6.39 million** as of April 30, 2025[71](index=71&type=chunk) - As of April 30, 2025, **100% of the Group's bank borrowings bore floating interest rates**, and all bank borrowings were denominated in Malaysian Ringgit[71](index=71&type=chunk) Cash and Cash Equivalents (by Currency) | Currency | April 30, 2025 (USD '000 equivalent) | | :--- | :--- | | USD | 64 | | Malaysian Ringgit | (1,696) | | Singapore Dollar | 209 | | Australian Dollar | 38 | | Hong Kong Dollar | 6 | | **Total** | **(1,379)** | [Gearing Ratio](index=24&type=section&id=Gearing%20Ratio) As of April 30, 2025, the gearing ratio decreased from approximately 69% on October 31, 2024, to about 43%, primarily due to the conversion of convertible bonds into shares during the reporting period - As of April 30, 2025, the Group's gearing ratio (calculated as lease liabilities, bank borrowings, bank overdrafts, and convertible bonds less cash and bank balances divided by total equity as of April 30, 2025) decreased from approximately **69%** as of October 31, 2024, to approximately **43%**[74](index=74&type=chunk) - The decrease was primarily attributable to the **allotment and issue of shares due to the conversion of convertible bonds** during the reporting period[74](index=74&type=chunk) [Capital Expenditure](index=25&type=section&id=Capital%20Expenditure) Capital expenditure for the reporting period was approximately $0.10 million, primarily for the acquisition of property, plant and equipment and the recognition of lease liabilities - During the reporting period, the Group's capital expenditure was approximately **$0.10 million**, compared to approximately $17,000 in the same period of 2024[75](index=75&type=chunk) - Capital expenditure recorded during the reporting period was mainly for **cash paid for the acquisition of property, plant and equipment** and the **recognition of lease liabilities**[75](index=75&type=chunk) [Material Investments](index=25&type=section&id=Material%20Investments) During the reporting period, the Group held no material investments - During the reporting period, the Group held **no material investments**[76](index=76&type=chunk) - As of April 30, 2025, there were **no specific plans for material investments or capital assets**[78](index=78&type=chunk) [Commitments](index=25&type=section&id=Commitments) As of the end of the reporting period, the Group had significant capital commitments contracted but not recognized as liabilities of approximately $446 thousand, primarily including investment commitments in a joint venture and acquisition of a subsidiary, with the joint venture now deregistered Significant Capital Commitments Contracted But Not Provided For | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Investment in a joint venture (RMB1,500,000) | 206 | 211 | | Acquisition of a subsidiary | 240 | 237 | | **Total** | **446** | **448** | - The joint venture has been **deregistered**, and the Group no longer has any capital contribution obligations[77](index=77&type=chunk) - The condition period for the acquisition of a subsidiary has been further extended by nine (9) months to **July 26, 2025**[37](index=37&type=chunk)[77](index=77&type=chunk) [Material Acquisitions or Disposals](index=26&type=section&id=Material%20Acquisitions%20or%20Disposals) During the reporting period, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures - During the reporting period, the Group had **no material acquisitions or disposals** of subsidiaries, associates, and joint ventures[79](index=79&type=chunk) [Foreign Exchange Risk](index=26&type=section&id=Foreign%20Exchange%20Risk) The Group faces foreign exchange rate fluctuation risks from transactions denominated in foreign currencies, primarily USD, AUD, and SGD, currently without a hedging policy, but management monitors closely and considers hedging significant risks when necessary - The Group conducts certain transactions denominated in foreign currencies (primarily **USD, AUD, and SGD**), thus facing foreign exchange rate fluctuation risks[80](index=80&type=chunk) - The Group currently has **no foreign exchange hedging policy**; however, management closely monitors foreign exchange risk to maintain net risk at an acceptable level and will consider hedging significant foreign exchange risks when necessary[80](index=80&type=chunk) [Pledge of Assets](index=26&type=section&id=Pledge%20of%20Assets) As of April 30, 2025, the Group pledged approximately $22,000 in bank deposits and freehold land, buildings, and financial assets at fair value through profit or loss with a net book value of approximately $5,641 thousand as collateral for bank facilities - Pledged bank deposits of approximately **$22,000** (October 31, 2024: approximately $0.13 million) were pledged to banks as collateral for bank facilities granted to the Group[81](index=81&type=chunk) Net Book Value of Pledged Assets | Asset | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Freehold land | 1,783 | 1,760 | | Buildings | 3,804 | 3,812 | | Financial assets at fair value through profit or loss | 54 | 115 | | **Total** | **5,641** | **5,687** | [Contingent Liabilities](index=26&type=section&id=Contingent%20Liabilities) As of April 30, 2025, the Group had contract performance guarantees of approximately $52 thousand in favor of customers, securing contractual obligations, where failure to perform satisfactorily would require the Group to compensate the banks Contingent Liabilities | Item | April 30, 2025 (USD '000) | October 31, 2024 (USD '000) | | :--- | :--- | :--- | | Contract performance guarantees in favor of customers | 52 | 26 | - Performance guarantees are issued by banks in favor of certain Group customers as security for the Group's due performance and observance of its obligations under contracts entered into with these customers[83](index=83&type=chunk) - Should the Group fail to perform to the satisfaction of the customers for whom performance guarantees are obtained, these customers may demand payment of the specified amount from the banks, and the Group would then be liable to **reimburse the banks accordingly**[83](index=83&type=chunk) [Other Information](index=27&type=section&id=Other%20Information) [Interim Dividend](index=27&type=section&id=Interim%20Dividend) The Board does not recommend the payment of an interim dividend for the reporting period, consistent with the prior year - The Board does not recommend the payment of an interim dividend for the reporting period (six months ended April 30, 2024: nil)[84](index=84&type=chunk) [Employees and Remuneration Policy](index=27&type=section&id=Employees%20and%20Remuneration%20Policy) As of April 30, 2025, the Group had 243 full-time employees, with remuneration and promotion based on qualifications, experience, performance, and contribution, supported by induction, on-the-job training, and encouragement for professional seminars - As of April 30, 2025, the Group had a total of **243 full-time employees** (October 31, 2024: 256 employees)[85](index=85&type=chunk) - The Group's recruitment, employment, remuneration, and promotion of employees are based on their **qualifications, experience, expertise, work performance, and contribution**, with remuneration determined after considering market levels[85](index=85&type=chunk) - The Group provides extensive **induction and on-the-job training** to employees throughout the year and regularly encourages participation in work-related seminars, courses, and programs organized by professional or educational institutions in Malaysia, Hong Kong, or other jurisdictions[85](index=85&type=chunk) [Events After Reporting Period](index=27&type=section&id=Events%20After%20Reporting%20Period) As of the date of this announcement, there have been no significant events concerning the Company or the Group after April 30, 2025 - There have been **no significant events** concerning the Company or the Group after April 30, 2025, and up to the date of this announcement[86](index=86&type=chunk) [Purchase, Sale or Redemption of the Company's Listed Securities](index=28&type=section&id=Purchase%2C%20Sale%20or%20Redemption%20of%20the%20Company%27s%20Listed%20Securities) During the reporting period, neither the Company nor its subsidiaries purchased, sold, or redeemed any of the Company's listed securities, and no treasury shares were held as of April 30, 2025 - During the reporting period, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities (including the sale of treasury shares)[87](index=87&type=chunk) - As of April 30, 2025, the Company held **no treasury shares** (as defined in the Listing Rules)[87](index=87&type=chunk) [Standard Code for Securities Transactions by Directors](index=28&type=section&id=Standard%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company adopted the Standard Code for Securities Transactions by Directors of Listed Issuers as its code of conduct, confirmed compliance by all directors during the reporting period, and established written guidelines for employees with inside information, with no non-compliance found - The Company has adopted the **Standard Code for Securities Transactions by Directors of Listed Issuers** (the 'Standard Code') as set out in Appendix C3 of the Listing Rules as its code of conduct for directors' securities transactions, with rules no less exacting than those in the Standard Code[88](index=88&type=chunk) - Following specific inquiries to all directors, they confirmed compliance with the required standards for directors' securities transactions under the Standard Code during the reporting period[88](index=88&type=chunk) - The Company also established written guidelines for employees who may possess inside information (the 'Employee Written Guidelines'), with terms no less exacting than the Standard Code; no non-compliance by any employee was known during the reporting period[88](index=88&type=chunk) [Compliance with Corporate Governance Code](index=28&type=section&id=Compliance%20with%20Corporate%20Governance%20Code) The Company complied with applicable provisions of the Corporate Governance Code during the reporting period, except for Code Provision C.2.1 where the Chairman and CEO roles are held by the same person, an arrangement the Board believes ensures leadership consistency and strategic planning, balanced by independent non-executive directors - During the reporting period, the Company complied with the applicable code provisions of the **Corporate Governance Code** as set out in Appendix C1 of the Listing Rules, except for Code Provision C.2.1[89](index=89&type=chunk) - Code Provision C.2.1 of the Corporate Governance Code requires the roles of Chairman and Chief Executive Officer to be separate and not performed by the same individual; thus, Mr. Pang Chung Yong concurrently serving as the Company's CEO and Chairman represents a **deviation from this code provision**[89](index=89&type=chunk) - The Board believes that having the same individual serve as Chairman and CEO ensures **consistency in the Group's leadership** and enables more effective and efficient overall strategic planning; the Board also believes this arrangement does not compromise the balance of power and authority, given that half of the Board members are independent non-executive directors providing diverse and independent perspectives[90](index=90&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee, comprising three independent non-executive directors with Mr. Huan Yean San as Chairman, reviewed the Company's unaudited condensed consolidated interim results and report for the period, concurring with the adopted accounting principles and practices - The Audit Committee comprises three independent non-executive directors: Mr. Huan Yean San, Mr. Lim Yew Chong, and Ms. Kwok Yuen Lam; **Mr. Huan Yean San was elected Chairman** of the Audit Committee[92](index=92&type=chunk) - The primary functions of the Audit Committee include reviewing and overseeing the Group's **financial reporting process, risk management, and internal control systems**, supervising the audit process, and selecting external auditors while assessing their independence and qualifications[92](index=92&type=chunk) - The Audit Committee has reviewed the Company's **unaudited condensed consolidated interim results and interim report** for the reporting period and concurs with the accounting principles and practices adopted by the Company[92](index=92&type=chunk) [Publication of Interim Report](index=30&type=section&id=Publication%20of%20Interim%20Report) The interim report, containing all information from this announcement, will be dispatched to shareholders and published on the Company's and Stock Exchange's websites in due course - In accordance with the Listing Rules, the interim report, containing all Company information from this announcement and including the unaudited condensed consolidated financial results for the reporting period, will be dispatched to shareholders (if required) and published on the Company's website (www.gml.com.my) and the Stock Exchange's website (www.hkex.com.hk) in due course[93](index=93&type=chunk)

Financial Performance - The company's revenue increased from approximately $14.27 million in the year ended October 31, 2023, to about $22.96 million in the current year, driven by higher sales of vehicle bodies and components[4]. - The net loss for the current year was approximately $1.03 million, a reduction from a loss of $2.79 million in the previous year, primarily due to impairment losses on other receivables[4]. - Basic and diluted loss per share improved to 0.41 cents from 1.11 cents in the previous year[3]. - Gross profit increased to $4.205 million from $2.185 million, reflecting a significant improvement in profitability[6]. - The company recorded a total comprehensive income of $209,000 compared to a loss of $2.790 million in the previous year, indicating a turnaround in overall financial performance[8]. - The pre-tax loss for the year 2024 was approximately $1,027,000, compared to a loss of $2,787,000 in 2023, indicating a significant improvement[34]. - Total financial costs decreased from $966,000 in 2023 to $753,000 in 2024, primarily due to lower bank loan interest expenses[7]. - Employee costs reduced from $2,780,000 in 2023 to $2,236,000 in 2024, reflecting a decrease in salaries and wages[7]. - The group recorded an income tax expense of approximately $0.52 million for the year, compared to an income tax credit of about $0.10 million in the previous year[77]. Revenue Breakdown - Total revenue for the fiscal year ending October 31, 2024, was $22.956 million, a significant increase of 61% compared to $14.265 million in the previous year[24][28]. - Revenue from Malaysia, the operating location, increased to $4.657 million from $2.703 million, reflecting a growth of 72%[28]. - Revenue from Singapore rose to $5.821 million, up from $2.353 million, marking a growth of 147%[28]. - The company experienced a decline in revenue from Hong Kong, which decreased to $3.818 million from $5.426 million, a drop of 30%[28]. - Revenue from the sales of bodies and kits for the year ended October 31, 2024, was approximately $18.43 million, an increase of about $7.10 million or 62.6% compared to $11.33 million for the year ended October 31, 2023[59]. - Revenue from the sales of parts and related services for the year was approximately $4.42 million, an increase of about $1.48 million or 50.5% from $2.94 million in the previous year[63]. Asset Management - Total assets increased to $27.926 million from $23.567 million, indicating growth in the company's asset base[10]. - Non-current assets increased to $7.117 million from $6.812 million, showing growth in long-term investments[10]. - The company's equity attributable to owners increased to $13.987 million from $13.749 million, reflecting improved financial health[11]. - Trade receivables increased to $5.041 million from $3.758 million, reflecting higher sales activity[10]. - Trade receivables rose to $5,511,000 in 2024 from $4,188,000 in 2023, with a provision for impairment increasing slightly from $430,000 to $470,000[37]. - The aging analysis of trade payables shows that $2,284,000 is due within 30 days, up from $1,321,000 in 2023, a 73% increase[45]. Strategic Initiatives - The company has extended the conditional sale agreement for acquiring GML Premier Sdn. Bhd. until July 26, 2025, indicating ongoing strategic expansion efforts[41][42]. - The company plans to continue monitoring the application of new accounting standards and their potential effects on future financial reporting[20]. - The company plans to expand its manufacturing capacity and invest in product development to meet the growing demand for electric commercial vehicle body solutions, including buses[92]. - The company aims to enhance strategic partnerships with major chassis operators and expand its market presence in the United States and Australia, where revenue contributions have significantly increased in recent years[94]. - The company intends to diversify its product portfolio, focusing on electric and diesel city buses and long-distance buses, while developing lighter body solutions to improve battery efficiency[96]. - The company is exploring new business opportunities to diversify its profit base and enhance profitability for better shareholder returns[97]. Financial Instruments and Liabilities - The company issued convertible bonds totaling HKD 25,000,000 (approximately $3,222,000) with a conversion price of HKD 1.00 per share and an annual interest rate of 4.25%[47]. - The actual interest rate on the liability portion of the convertible bonds is 7.79%[50]. - The total amount raised from the issuance of convertible bonds, net of costs, is approximately HKD 24,837,000 (about $3,201,000)[48]. - The proceeds from the convertible bonds will be used for the development of existing business and as working capital[118]. - The group has bank borrowings and overdrafts amounted to approximately $6.67 million as of October 31, 2024, down from $8.03 million in 2023[104]. - The capital debt ratio (calculated as total outstanding debt divided by total equity) was approximately 69% as of October 31, 2024, a decrease from 81% in 2023[106]. Market Conditions and Risks - The company is closely monitoring foreign exchange risks due to transactions denominated in foreign currencies, primarily USD, EUR, HKD, and SGD, without a current hedging policy[103]. - The company believes that the Asian market has significant growth potential for bus manufacturing solutions due to ongoing urbanization and population growth[90]. - The expected credit loss (ECL) model parameters include a probability of default (PD) of 100% due to credit risk being classified as stage 3[75]. - The estimated recovery rate for trade receivables is 0.00% for the current year, compared to 38.50% in 2023[75]. Corporate Governance - The audit committee, consisting of three independent non-executive directors, oversees the financial reporting process and risk management[125]. - The independent auditor confirmed that the preliminary performance announcement data aligns with the audited consolidated financial statements[126]. - The annual report contains all information required by the listing rules and will be distributed to shareholders upon request[128]. - The board expressed gratitude to the management, employees, shareholders, suppliers, customers, and banks for their continued support[129].

Corporate Information [Board and Committee Composition](index=3&type=section&id=Board%20and%20Committee%20Composition) The Board comprises executive and independent non-executive directors with audit, nomination, and remuneration committees, and recent appointments have restored regulatory compliance - Ms Lee Kit Ying resigned as an independent non-executive director on March 22, 2024, and Ms Kok Wan Lin was appointed on June 21, 2024, bringing the company back into compliance with listing rules[18](index=18&type=chunk)[300](index=300&type=chunk)[330](index=330&type=chunk) - Board members include executive directors Mr Pang Chong Yong (Chairman and CEO), Mr Yee Voon Ping (CFO), and Mr Pang Chun Kiat, alongside independent non-executive directors Mr Huan Yean San, Mr Lim You Zhong, and Ms Kok Wan Lin[186](index=186&type=chunk) [Registration and Listing Information](index=4&type=section&id=Registration%20and%20Listing%20Information) The company is incorporated in the Cayman Islands and its shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited under the stock code 6163 HK - The company was incorporated in the Cayman Islands and its shares have been listed on the Main Board of the Stock Exchange since November 11, 2016[30](index=30&type=chunk)[149](index=149&type=chunk) - The company's stock code is **6163 HK**, with a board lot size of 2,000 shares[188](index=188&type=chunk) Management Discussion and Analysis [Business Overview](index=5&type=section&id=Business%20Overview) The Group designs, assembles, and manufactures bus bodies, with core markets in Singapore and Malaysia and a growing focus on aluminum and electric buses - The Group's principal business involves designing, assembling, and manufacturing bus bodies, as well as providing after-sales services and selling related parts[189](index=189&type=chunk)[190](index=190&type=chunk) - Core markets include Singapore and Malaysia, with expansion efforts in Australia, New Zealand, Hong Kong, and the United States[189](index=189&type=chunk) - Aluminum buses and bodies are a key growth driver, particularly in the electric bus sector, due to environmental and efficiency advantages[90](index=90&type=chunk) - During the reporting period, the Group delivered **58 completely-built-up units** and **4 completely-knocked-down kits**[170](index=170&type=chunk)[193](index=193&type=chunk) [Operating Performance](index=6&type=section&id=Operating%20Performance) Revenue grew significantly by 117 0% to $8 81 million, driven by increased sales of bus bodies and kits, particularly in Australia, Singapore, and the US markets Revenue Overview | Indicator | 2024 (thousand USD) | 2023 (thousand USD) | Y-o-Y Growth (%) | | :--- | :--- | :--- | :--- | | **Total Revenue** | 8,813 | 4,062 | 117.0% | Revenue by Product Category | Product Category | 2024 (thousand USD) | 2024 (%) | 2023 (thousand USD) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | Completely-built-up - City Bus | 6,526 | 74.0 | 2,359 | 58.0 | | Completely-built-up - Coach | 251 | 2.8 | 323 | 8.0 | | Completely-knocked-down - City Bus | 81 | 1.0 | – | – | | Maintenance and After-sales Services | 1,955 | 22.2 | 1,380 | 34.0 | | **Total** | **8,813** | **100.0** | **4,062** | **100.0** | Revenue by Geographical Location | Region | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Singapore | 2,788 | 1,035 | | Australia | 2,271 | 21 | | United States | 1,486 | 677 | | Malaysia | 958 | 371 | | Hong Kong | 953 | 1,805 | | Others | 357 | 153 | | **Total** | **8,813** | **4,062** | - The electric vehicle market is a key focus for exploring new business opportunities and maintaining a competitive edge, with significant growth in EV deliveries and revenue during the period[175](index=175&type=chunk) Gross Profit and Gross Profit Margin | Indicator | 2024 (thousand USD) | 2024 (%) | 2023 (thousand USD) | 2023 (%) | | :--- | :--- | :--- | :--- | :--- | | **Gross Profit** | 2,320 | 26.3% | 1,020 | 25.1% | - The increase in gross profit margin was mainly attributable to the relatively higher gross profit margin from the sales of electric vehicle bus bodies to Australia[221](index=221&type=chunk) - Selling and distribution expenses increased by approximately **$0 19 million (124 2%)** year-on-year, primarily due to higher marketing expenses for new EV orders and increased freight charges for bus deliveries[179](index=179&type=chunk) - General and administrative expenses decreased by approximately **$0 25 million (14 0%)** year-on-year, mainly due to a reduction in management staff costs[180](index=180&type=chunk) - Income tax expense was approximately **$0 23 million** (2023: $0 30 million), mainly from provisions in Singapore and Malaysia and temporary tax differences arising from impairment loss reversals[426](index=426&type=chunk) [Liquidity and Financial Resources](index=11&type=section&id=Liquidity%20and%20Financial%20Resources) The Group's liquidity improved with higher net current assets and current ratio, a significant increase in cash, and a substantial reduction in bank borrowings and gearing ratio Cash and Cash Equivalents | Currency | As at April 30, 2024 (thousand USD) | | :--- | :--- | | USD | 995 | | MYR | (2,089) | | SGD | 148 | | AUD | 9 | | HKD | 4 | | **Total** | **(933)** | - Net current assets increased from approximately **$7 02 million** as at October 31, 2023 to approximately **$7 89 million** as at April 30, 2024[204](index=204&type=chunk) - The current ratio increased from approximately **1 35** as at October 31, 2023 to approximately **1 44** as at April 30, 2024[204](index=204&type=chunk) - Cash and cash equivalents increased from approximately **$0 26 million** as at October 31, 2023 to approximately **$1 16 million** as at April 30, 2024[223](index=223&type=chunk) - Bank loans and overdrafts decreased by **41 4%** from approximately **$8 03 million** as at October 31, 2023 to approximately **$4 70 million** as at April 30, 2024[223](index=223&type=chunk) - The gearing ratio decreased from approximately **81%** as at October 31, 2023 to approximately **49%** as at April 30, 2024, mainly due to the repayment of bank borrowings[399](index=399&type=chunk) [Capital Expenditure and Investment](index=11&type=section&id=Capital%20Expenditure%20and%20Investment) Capital expenditure was primarily for property, plant, and equipment, with no major investments or acquisitions, but capital commitments for a joint venture and subsidiary were disclosed - Capital expenditure during the period was approximately **$35,000** (2023: $7,000), mainly for the acquisition of property, plant, and equipment[205](index=205&type=chunk) - As at the end of the reporting period, the Group did not hold any significant investments and had no specific plans for major investments or capital assets[209](index=209&type=chunk)[228](index=228&type=chunk) Significant Capital Expenditure Contracted but Not Provided For | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Investment in a joint venture | 207 | 206 | | Acquisition of a subsidiary | 217 | 218 | | **Total** | **424** | **424** | [Risk Management](index=13&type=section&id=Risk%20Management) The Group faces foreign exchange risk but has no hedging policy, with management closely monitoring exposure, while certain assets are pledged as security for bank facilities - The Group is exposed to foreign exchange rate fluctuation risks from transactions denominated in foreign currencies (mainly USD, AUD, and SGD) and currently has no hedging policy, but management monitors it closely[212](index=212&type=chunk) Net Book Value of Pledged Assets | Asset Class | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Freehold land | 1,613 | 1,618 | | Buildings | 3,491 | 3,548 | | Assets held for sale | – | 3,773 | | **Total** | **5,104** | **8,939** | Contingent Liabilities | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Contract performance guarantees for the benefit of customers | – | 603 | [Interim Dividend](index=14&type=section&id=Interim%20Dividend) The Board of Directors does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the period (six months ended April 30, 2023: Nil)[214](index=214&type=chunk)[430](index=430&type=chunk) [Employees and Remuneration Policy](index=14&type=section&id=Employees%20and%20Remuneration%20Policy) The Group employed 268 full-time staff as of April 30, 2024, with remuneration policies based on merit, experience, and performance - As at April 30, 2024, the Group had a total of **268 full-time employees** (October 31, 2023: 270)[214](index=214&type=chunk) - The company's criteria for recruitment, employment, remuneration, and promotion are based on qualifications, experience, expertise, performance, and contributions, offering training, discretionary bonuses, and share options[214](index=214&type=chunk)[236](index=236&type=chunk) [Use of Proceeds](index=14&type=section&id=Use%20of%20Proceeds) Proceeds from the global offering, convertible bonds, and land disposal were mostly utilized as planned for new facilities, debt repayment, and working capital Use of Net Proceeds from the Global Offering | Use | Planned Amount in Prospectus (million USD) | Actual Amount Utilised as at April 30, 2024 (million USD) | Balance as at April 30, 2024 (million USD) | | :--- | :--- | :--- | :--- | | Construction of new facilities | 4.70 | 4.70 | – | | Upgrading and purchasing machinery | 0.89 | 0.72 | 0.17 | | Repayment of bank loans | 2.39 | 2.39 | – | | Working capital | 0.79 | 0.79 | – | | **Total** | **8.77** | **8.60** | **0.17** | - The net proceeds of approximately **$3 201 million** from the convertible bond issuance have been fully utilized for developing existing business and for working capital[217](index=217&type=chunk)[431](index=431&type=chunk) - Of the **$4 252 million** net proceeds from the disposal of industrial land, approximately **$2 791 million** was used to settle bank borrowings and **$0 860 million** for general working capital, with the remaining **$0 601 million** to be used for the same purpose[219](index=219&type=chunk)[242](index=242&type=chunk)[268](index=268&type=chunk)[269](index=269&type=chunk) [Events After the Reporting Period](index=16&type=section&id=Events%20After%20the%20Reporting%20Period) There were no significant events for the Company or the Group after April 30, 2024, up to the date of this report - The Company or the Group had no significant subsequent events after April 30, 2024 and up to the date of this report[270](index=270&type=chunk) Corporate Governance and Other Information [Dealings in Listed Securities](index=17&type=section&id=Dealings%20in%20Listed%20Securities) Neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities during the reporting period - During the reporting period, neither the Company nor any of its subsidiaries had purchased, sold or redeemed any of the Company’s listed securities[271](index=271&type=chunk) [Model Code for Securities Transactions by Directors](index=17&type=section&id=Model%20Code%20for%20Securities%20Transactions%20by%20Directors) The Company has adopted the Model Code for securities transactions by directors and established similar guidelines for employees, with full compliance observed during the period - The Company has adopted the Model Code for Securities Transactions by Directors as set out in Appendix C3 to the Listing Rules and has formulated written guidelines for employee securities transactions on terms no less exacting than the Model Code[245](index=245&type=chunk)[271](index=271&type=chunk) - During the reporting period, the directors confirmed compliance with the Model Code, and the Company is not aware of any non-compliance by employees with the written guidelines[245](index=245&type=chunk)[271](index=271&type=chunk) [Compliance with the Corporate Governance Code](index=17&type=section&id=Compliance%20with%20the%20Corporate%20Governance%20Code) The Company complied with the Corporate Governance Code, except for the combined role of Chairman and CEO, and temporarily fell short of board composition rules before restoring compliance - The Company has complied with the applicable code provisions of the Corporate Governance Code in Appendix C1 of the Listing Rules, except for the deviation from code provision C 2 1 where the roles of Chairman and CEO are held by Mr Pang Chong Yong[246](index=246&type=chunk)[272](index=272&type=chunk) - The Board believes that the combined role of Chairman and CEO enhances leadership consistency and strategic planning efficiency, with sufficient checks and balances provided by the independent non-executive directors[248](index=248&type=chunk) - Between March 22, 2024 and June 21, 2024, the Company temporarily did not meet the minimum number of independent non-executive directors, audit committee members, and board diversity requirements following Ms Lee Kit Ying's resignation, but compliance was restored upon Ms Kok Wan Lin's appointment[248](index=248&type=chunk)[330](index=330&type=chunk) [Directors' and Chief Executive's Interests](index=19&type=section&id=Directors'%20and%20Chief%20Executive's%20Interests) As of April 30, 2024, directors and the chief executive held long positions in the Company's shares, with Mr Pang Chong Yong holding approximately 35 62% through controlled corporations and beneficial interests Directors' and Chief Executive's Long Positions in Ordinary Shares | Director's Name | Capacity/Nature of Interest | Total Number of Shares and Underlying Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr Pang Chong Yong | Interest in a controlled corporation | 82,078,125 | 32.65% | | | Beneficial interest | 7,460,000 | 2.97% | | Mr Pang Chun Kiat | Beneficial interest | 1,500,000 | 0.60% | | Mr Yee Voon Ping | Beneficial interest | 1,758,000 | 0.70% | | | Interest of spouse | 140,000 | 0.06% | | Mr Huan Yean San | Beneficial interest | 250,000 | 0.10% | | Mr Lim You Zhong | Beneficial interest | 310,000 | 0.12% | - Mr Pang Chong Yong is deemed to be interested in the 82,078,125 shares held by Golden Castle Investments Limited, which he wholly owns[276](index=276&type=chunk) [Substantial Shareholders' Interests](index=20&type=section&id=Substantial%20Shareholders'%20Interests) As of April 30, 2024, substantial shareholders including Golden Castle, Well Synchronize Finance Limited, and Ms Kan Shuk Ping held long positions in the Company's shares Substantial Shareholders' Long Positions in Shares and Underlying Shares | Shareholder Name | Capacity/Nature of Interest | Total Number of Shares and Underlying Shares Held (L) | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Golden Castle | Beneficial owner | 82,078,125 | 32.65% | | Well Synchronize Finance Limited | Person having a security interest in shares | 82,078,125 | 32.65% | | M-Builders Group Limited | Interest in a controlled corporation | 82,078,125 | 32.65% | | Ms Low Poh Teng | Interest of spouse | 89,538,125 | 35.62% | | Ms Kan Shuk Ping | Beneficial owner | 25,000,000 | 9.95% | - The 82,078,125 shares held by Golden Castle are pledged to Well Synchronize Finance Limited as loan collateral, giving it and its affiliates a security interest[254](index=254&type=chunk)[313](index=313&type=chunk) - Ms Kan Shuk Ping holds convertible bonds that, upon full conversion, can be converted into a maximum of 25,000,000 shares[2](index=2&type=chunk) [Directors' Interests in Competing Business](index=21&type=section&id=Directors'%20Interests%20in%20Competing%20Business) During the reporting period and up to the date of this report, no director or their associates held any interest that competes or may compete with the Group's business - During the reporting period and up to the date of this report, none of the Directors or their respective associates had any interest that constitutes or may constitute a competition with the business of the Group, either directly or indirectly[315](index=315&type=chunk) [Share Option Scheme](index=21&type=section&id=Share%20Option%20Scheme) The Company's 2016 share option scheme granted 19,700,000 options on August 18, 2023, with 19,030,000 outstanding as of April 30, 2024 - The share option scheme aims to provide incentives or rewards to eligible participants, including employees and directors, for their contributions to the Group[4](index=4&type=chunk)[316](index=316&type=chunk) - The scheme limit is **10% of the issued share capital** on the listing date (25,000,000 shares), and the total number of shares issued upon exercise of all outstanding options must not exceed **30% of the total issued shares**[260](index=260&type=chunk)[289](index=289&type=chunk) - The subscription price for share options shall not be less than the highest of the closing price on the grant date, the average closing price for the five business days preceding the grant date, and the nominal value on the grant date[287](index=287&type=chunk)[293](index=293&type=chunk) - Options are exercisable in whole or in part within three years from the grant date and expire no later than 10 years from the grant date[12](index=12&type=chunk)[291](index=291&type=chunk) - On August 18, 2023, a total of **19,700,000 share options** were granted at an exercise price of **HK$0 440 per share**, with a fair value of approximately **$367,000**[152](index=152&type=chunk)[324](index=324&type=chunk) Details of Options Granted to Directors, Chief Executive, and Substantial Shareholders | Grantee Name | Capacity | Number of Options Granted | | :--- | :--- | :--- | | Mr Pang Chong Yong | Chairman, Executive Director, CEO & Substantial Shareholder | 2,500,000 | | Mr Pang Chun Kiat | Executive Director, son of Mr Pang Chong Yong | 1,500,000 | | Mr Yee Voon Ping | Executive Director, CFO | 1,500,000 | | Ms Lee Kit Ying | Independent Non-executive Director | 250,000 | | Mr Huan Yean San | Independent Non-executive Director | 250,000 | | Mr Lim You Zhong | Independent Non-executive Director | 250,000 | | Mr Pang Chun Kang | Employee of the Group, son of Mr Pang Chong Yong | 150,000 | | Ms Pang Yoke Mui | Employee of the Group, sister of Mr Pang Chong Yong | 100,000 | | Mr Pang Siew Sam | Service Provider, brother of Mr Pang Chong Yong | 800,000 | | Mr Pang Siew Way | Service Provider, brother of Mr Pang Chong Yong | 800,000 | | **Total** | | **8,100,000** | - During the reporting period, **290,000 share options lapsed** (including 250,000 from Ms Lee Kit Ying), leaving **19,030,000 options outstanding** and exercisable as of April 30, 2024[13](index=13&type=chunk)[16](index=16&type=chunk) [Changes in Senior Management and Board Composition](index=28&type=section&id=Changes%20in%20Senior%20Management%20and%20Board%20Composition) The resignation of Ms Lee Kit Ying on March 22, 2024, led to a temporary non-compliance with listing rules, which was rectified by the appointment of Ms Kok Wan Lin on June 21, 2024 - Ms Lee Kit Ying resigned as an independent non-executive director and a member of the Audit Committee on March 22, 2024[18](index=18&type=chunk)[86](index=86&type=chunk)[300](index=300&type=chunk) - From Ms Lee's resignation until June 21, 2024, the Company was non-compliant with Listing Rules 3 10(1) (number of INEDs), 3 21 (Audit Committee composition), and 13 92 (board diversity)[330](index=330&type=chunk) - Following the appointment of Ms Kok Wan Lin as an independent non-executive director and a member of the Audit Committee on June 21, 2024, the Company has complied with the relevant Listing Rules[19](index=19&type=chunk)[300](index=300&type=chunk) [Audit Committee](index=29&type=section&id=Audit%20Committee) The Audit Committee has reviewed the unaudited condensed consolidated interim results and report for the period and concurs with the accounting principles adopted - The Audit Committee has reviewed the unaudited condensed consolidated interim results and the interim report of the Company for the period and concurs with the accounting principles and practices adopted[21](index=21&type=chunk)[302](index=302&type=chunk) - The primary duties of the Audit Committee include reviewing and supervising the financial reporting process, risk management, internal control systems, and overseeing the audit process[302](index=302&type=chunk) [Publication of Interim Report](index=29&type=section&id=Publication%20of%20Interim%20Report) This report is published on the websites of the Company and the Stock Exchange - This report is published on the Company's website (http://www gml com my) and the Stock Exchange's website (http://www hkexnews hk)[303](index=303&type=chunk) Condensed Consolidated Financial Statements [Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income](index=30&type=section&id=Condensed%20Consolidated%20Statement%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20Income) The company's profit for the period increased to $735 thousand from $260 thousand in 2023, driven by significant growth in revenue and gross profit Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary | Indicator | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Revenue | 8,813 | 4,062 | | Gross profit | 2,316 | 1,018 | | Operating profit | 1,412 | 1,062 | | Profit before income tax | 962 | 559 | | Profit for the period | 735 | 260 | | Total comprehensive income for the period | 722 | 1,212 | | Basic earnings per share (US cents per share) | 0.29 | 0.10 | | Diluted earnings per share (US cents per share) | 0.20 | (0.31) | [Condensed Consolidated Statement of Financial Position](index=31&type=section&id=Condensed%20Consolidated%20Statement%20of%20Financial%20Position) As of April 30, 2024, the company's net assets and total equity increased, supported by higher current assets and lower current liabilities Condensed Consolidated Statement of Financial Position Summary | Indicator | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Non-current assets | 6,652 | 6,812 | | Current assets | 25,842 | 23,567 | | Assets held for sale | – | 3,773 | | Current liabilities | 17,957 | 20,323 | | Net current assets | 7,885 | 7,017 | | Total assets less current liabilities | 14,537 | 13,829 | | Non-current liabilities | 66 | 80 | | Net assets | 14,471 | 13,749 | | Total equity | 14,471 | 13,749 | [Condensed Consolidated Statement of Changes in Equity](index=32&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Equity) Total equity attributable to owners of the Company increased from $13,749 thousand to $14,497 thousand during the six months ended April 30, 2024 Condensed Consolidated Statement of Changes in Equity Summary | Indicator | As at April 30, 2024 (thousand USD) | As at November 1, 2023 (thousand USD) | | :--- | :--- | :--- | | Total equity attributable to owners of the Company | 14,497 | 13,749 | | Non-controlling interests | (25) | – | | **Total equity** | **14,471** | **13,749** | - Total comprehensive income for the period was **$723 thousand**, with **$723 thousand** attributable to owners of the Company and **($1) thousand** to non-controlling interests[55](index=55&type=chunk) [Condensed Consolidated Statement of Cash Flows](index=33&type=section&id=Condensed%20Consolidated%20Statement%20of%20Cash%20Flows) The period saw a net increase in cash and cash equivalents of $1,756 thousand, driven by net cash inflows from investing activities Condensed Consolidated Statement of Cash Flows Summary | Activity | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Net cash (used in)/generated from operating activities | (376) | 1,548 | | Net cash generated from investing activities | 4,469 | 193 | | Net cash (used in) financing activities | (2,337) | (2,367) | | Net increase/(decrease) in cash and cash equivalents | 1,756 | (626) | | Cash and cash equivalents at end of period | (933) | (2,304) | - Net cash inflow from investing activities was primarily from proceeds of **$4,390 thousand** from the disposal of property, plant and equipment[341](index=341&type=chunk) - Net cash outflow from financing activities was mainly affected by the repayment of bank borrowings of **$4,821 thousand**, despite new bank borrowings of **$2,311 thousand**[341](index=341&type=chunk) Notes to the Condensed Consolidated Financial Statements [General Information](index=34&type=section&id=General%20Information) The Company is an investment holding company, and the Group's principal activities include the sale of bus bodies, kits, parts, and related services - The Company's principal activity is investment holding, while the Group is principally engaged in the sale of bus bodies and kits, parts, and the provision of related services[34](index=34&type=chunk)[342](index=342&type=chunk) - The business of selling programmes and related intellectual property rights generated no revenue during the reporting period[34](index=34&type=chunk)[37](index=37&type=chunk) [Basis of Preparation and Principal Accounting Policies](index=34&type=section&id=Basis%20of%20Preparation%20and%20Principal%20Accounting%20Policies) The financial statements are prepared under HKAS 34 and the Listing Rules, using the historical cost basis, with no significant impact from newly adopted standards - The condensed consolidated financial statements have been prepared on a going concern basis and historical cost basis, except for financial assets and derivative financial instruments at fair value through profit or loss[344](index=344&type=chunk)[365](index=365&type=chunk) - The adoption of new and revised Hong Kong Financial Reporting Standards during the period did not have a significant effect on the Group's financial position, performance, or disclosures[34](index=34&type=chunk)[61](index=61&type=chunk) [Revenue and Segment Reporting](index=35&type=section&id=Revenue%20and%20Segment%20Reporting) The Group's revenue is primarily derived from the sale of bus bodies and kits, which was the largest contributing segment during the period Disaggregation of Revenue from Contracts with Customers | Major Product or Service | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Sale of bus bodies and kits | 6,858 | 2,682 | | Sale of parts and provision of relevant services | 1,955 | 1,380 | | **Total** | **8,813** | **4,062** | Revenue by Geographical Location | Region | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Singapore | 2,788 | 1,035 | | Australia | 2,271 | 21 | | United States | 1,486 | 677 | | Malaysia | 958 | 371 | | Hong Kong | 953 | 1,805 | | Others | 357 | 153 | | **Total** | **8,813** | **4,062** | Reportable Segment Revenue and Profit/(Loss) | Segment | 2024 Revenue (thousand USD) | 2024 Profit/(Loss) (thousand USD) | 2023 Revenue (thousand USD) | 2023 Profit/(Loss) (thousand USD) | | :--- | :--- | :--- | :--- | :--- | | Sale of bodies and kits | 6,858 | 170 | 2,682 | 383 | | Sale of parts and provision of relevant services | 1,955 | 618 | 1,380 | (24) | | Sale of programmes and related IP rights | – | (70) | – | – | | **Total reportable segments** | **8,813** | **718** | **4,062** | **359** | [Other Income and Net Gains/(Losses)](index=39&type=section&id=Other%20Income%20and%20Net%20Gains/(Losses)) Other income and net gains totaled $1,078 thousand, primarily comprising gains on disposal of property, plant and equipment and fair value gains on financial assets Details of Other Income and Net Gains/(Losses) | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Bank and other interest income | 96 | 15 | | Net foreign exchange gain/(loss) | 92 | (84) | | Gain on disposal of property, plant and equipment | 575 | – | | Fair value gain on financial assets at FVTPL | 299 | 1,226 | | Others | 16 | 12 | | **Total** | **1,078** | **1,180** | [Profit Before Income Tax](index=40&type=section&id=Profit%20Before%20Income%20Tax) Profit before income tax was $962 thousand, influenced by factors including cost of inventories, depreciation, and impairment losses on trade receivables Adjustments to Profit Before Income Tax | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Cost of inventories | 6,497 | 3,044 | | Depreciation charge - owned property, plant and equipment | 138 | 178 | | Depreciation charge - right-of-use assets | 18 | 21 | | Net provision/(reversal) of impairment loss on trade and other receivables | 108 | (797) | | Net foreign exchange (gain)/loss | (92) | 84 | | Short-term lease expenses | 67 | 70 | - Cost of inventories includes a reversal of provision for slow-moving inventories of approximately **$96,000** (2023: approximately $158,000)[45](index=45&type=chunk) [Dividends](index=41&type=section&id=Dividends) The Board of Directors does not recommend the payment of an interim dividend for the reporting period - The Board does not recommend the payment of an interim dividend for the period (six months ended April 30, 2023: Nil)[98](index=98&type=chunk) [Income Tax](index=41&type=section&id=Income%20Tax) Income tax expense for the period was $227 thousand, with taxes levied in Malaysia and Singapore while no tax was payable in China and Hong Kong due to no assessable profits Details of Income Tax Expense | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Current tax charge for the period | 213 | 66 | | Deferred tax | 14 | 233 | | **Income tax expense** | **227** | **299** | - The subsidiaries in China (tax rate 25%) and Hong Kong (tax rate 16 5%) had no assessable profits during the period and thus were not subject to income tax[47](index=47&type=chunk)[99](index=99&type=chunk) - The Malaysian subsidiary, Gemilang Coachwork, is subject to income tax at a rate of 24%, while the Singaporean subsidiary, GML Coach Technology Pte Limited, is subject to a rate of 17%[75](index=75&type=chunk)[356](index=356&type=chunk) [Earnings/(Loss) Per Share](index=42&type=section&id=Earnings/(Loss)%20Per%20Share) Basic earnings per share was 0 29 US cents and diluted earnings per share was 0 20 US cents, with the latter reflecting the potential dilution from convertible bonds Earnings/(Loss) Per Share Overview | Indicator | 2024 (US cents per share) | 2023 (US cents per share) | | :--- | :--- | :--- | | Basic earnings per share | 0.29 | 0.10 | | Diluted earnings/(loss) per share | 0.20 | (0.31) | - Basic earnings per share is calculated based on the profit attributable to owners of the Company of **$736 thousand** and a weighted average of **251,364,000 shares**[384](index=384&type=chunk) - The calculation of diluted earnings per share considers the dilutive effect of convertible bonds (25,000,000 potential shares), but share options had no dilutive effect as their exercise price was higher than the average market price[102](index=102&type=chunk)[357](index=357&type=chunk)[385](index=385&type=chunk) [Changes in Property, Plant and Equipment and Right-of-Use Assets](index=43&type=section&id=Changes%20in%20Property,%20Plant%20and%20Equipment%20and%20Right-of-Use%20Assets) The Group purchased approximately $17,000 of property, plant and equipment and recorded a gain on disposal of approximately $575,000 during the period - During the period, the Group purchased property, plant and equipment of approximately **$17,000** (2023: $7,000)[78](index=78&type=chunk) - The Group recorded a gain on disposal of property, plant and equipment of approximately **$575,000** (2023: Nil)[78](index=78&type=chunk) - For the six months ended April 30, 2024 and 2023, the Group did not enter into any new lease arrangements for its leased properties and motor vehicles for own use[103](index=103&type=chunk) [Trade Receivables, Deposits, Prepayments and Other Receivables](index=44&type=section&id=Trade%20Receivables,%20Deposits,%20Prepayments%20and%20Other%20Receivables) Net trade receivables stood at $3,373 thousand as of April 30, 2024, with the majority due within 30 days Ageing Analysis of Trade Receivables | Ageing | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Within 30 days | 3,220 | 2,443 | | 31 to 90 days | 114 | 911 | | Over 90 days | 39 | 404 | | **Total** | **3,373** | **3,758** | - Trade receivables are normally due within 30 days from the date of invoice[80](index=80&type=chunk) - Other receivables include approximately **$3,627 thousand** related to the return of inventories from the programmes and related IP rights segment, for which an impairment loss of approximately **$2,241 thousand** has been recognised[81](index=81&type=chunk) - A deposit and partial consideration of **MYR 1,554,746** (approximately $330,000) has been paid for the acquisition of the subsidiary GML Premier Sdn Bhd[390](index=390&type=chunk) [Trade and Other Payables](index=46&type=section&id=Trade%20and%20Other%20Payables) Total trade and other payables decreased to $3,990 thousand as of April 30, 2024, with the majority of trade payables due within 30 days Details of Trade and Other Payables | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Trade payables | 3,575 | 3,704 | | Other payables and accruals | 415 | 1,252 | | Deposits received | – | 304 | | **Total** | **3,990** | **5,260** | Ageing Analysis of Trade Payables | Ageing | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Within 30 days | 1,174 | 1,321 | | 31 to 90 days | 382 | 767 | | Over 90 days | 2,019 | 1,616 | | **Total** | **3,575** | **3,704** | - All trade and other payables are expected to be settled within one year or are repayable on demand[392](index=392&type=chunk) [Bank Loans and Overdrafts](index=47&type=section&id=Bank%20Loans%20and%20Overdrafts) Total bank loans and overdrafts significantly decreased to $4,703 thousand as of April 30, 2024, secured by property, deposits, and a director's personal guarantee Details of Bank Loans and Overdrafts | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Bank overdrafts | 2,096 | 2,935 | | Trust receipt loans | 1,556 | 1,354 | | Other bank loans | 1,051 | 3,740 | | **Total** | **4,703** | **8,029** | - During the period, the Group obtained new bank borrowings of approximately **$2,311 thousand**[110](index=110&type=chunk) - Bank borrowings are secured by the Group's freehold land and buildings, deposits with licensed banks, and a personal guarantee of **$210,000** provided by a director[85](index=85&type=chunk)[155](index=155&type=chunk)[410](index=410&type=chunk) [Convertible Bonds](index=48&type=section&id=Convertible%20Bonds) The Company issued convertible bonds with a principal amount of HK$25,000,000, an interest rate of 4 25%, and an extended maturity date - On February 28, 2022, the Company issued convertible bonds with a total principal amount of **HK$25,000,000** (approximately $3,222,000)[158](index=158&type=chunk) - The convertible bonds bear interest at an annual rate of **4 25%** and have an initial conversion price of **HK$1 00 per share**[158](index=158&type=chunk) - The Company has extended the maturity date of the convertible bonds to the third anniversary of the issue date[159](index=159&type=chunk) - The convertible bonds consist of a liability component, a derivative financial instrument (representing the issuer's deferral right and mandatory conversion option), and an equity component[161](index=161&type=chunk) Components of Convertible Bonds | Item | As at April 30, 2024 (thousand USD) | | :--- | :--- | | Liability component | 3,452 | | Derivative financial instruments | (2,166) | | Equity component | 1,031 | | **Total** | **2,317** | - The fair value of the derivative component of the convertible bonds is calculated using a binomial option pricing model, with significant unobservable inputs including a discount rate of **15 01%**, a risk-free rate of **4 10%**, and expected volatility of **58 07%**[117](index=117&type=chunk)[144](index=144&type=chunk) [Share Capital](index=50&type=section&id=Share%20Capital) As of April 30, 2024, the Company's issued and fully paid-up share capital consisted of 251,364,000 ordinary shares with a nominal value of HK$0 01 each Share Capital Overview | Item | Number of Shares | Amount (thousand USD) | | :--- | :--- | :--- | | Authorised share capital | 2,000,000,000 | 2,581 | | Issued and fully paid-up share capital | 251,364,000 | 324 | [Share Option Scheme](index=50&type=section&id=Share%20Option%20Scheme) The Company's 2016 share option scheme granted 19,700,000 options on August 18, 2023, with 19,030,000 outstanding as of April 30, 2024 - The share option scheme was adopted on October 21, 2016, will expire on October 20, 2026, and aims to provide incentives or rewards to eligible participants[149](index=149&type=chunk) - The scheme limit is **10% of the issued shares** on the listing date (25,000,000 shares), and the total number of shares issued upon exercise of all outstanding options must not exceed **30% of the total issued shares**[149](index=149&type=chunk) - The subscription price for options is determined by the Board and shall not be less than the highest of the closing price, the five-day average closing price, and the nominal value of the shares[150](index=150&type=chunk) - On August 18, 2023, a total of **19,700,000 share options** were granted, each entitling the holder to subscribe for one new ordinary share, with a fair value of approximately **$367,000**[152](index=152&type=chunk) Details of Options Granted to Directors, Employees, and Service Providers | Grantee Name | Capacity | Number of Options Granted | Exercise Price (HK$) | Vesting Period | Validity Period | | :--- | :--- | :--- | :--- | :--- | :--- | | Mr Pang Chong Yong | Director | 2,500,000 | 0.440 | Vested immediately | Within three years from grant date | | Mr Pang Chun Kang | Employee | 150,000 | 0.440 | Vested immediately | Within three years from grant date | | Mr Pang Siew Sam | Service Provider | 800,000 | 0.440 | Vested immediately | Within three years from grant date | - During the reporting period, **290,000 share options lapsed**, and as of April 30, 2024, **19,030,000 options were outstanding** and exercisable[16](index=16&type=chunk) - The number of share options available for grant under the scheme limit was **4,316,000** at the beginning of the period and **4,606,000** at the end of the period[129](index=129&type=chunk)[319](index=319&type=chunk) [Fair Value of Financial Instruments](index=52&type=section&id=Fair%20Value%20of%20Financial%20Instruments) The Group's financial instruments are measured at fair value using a three-level hierarchy, with the embedded derivative component of convertible bonds classified as Level 3 - The fair values of the Group's financial instruments are categorized into a three-level hierarchy: Level 1 (quoted prices), Level 2 (observable inputs), and Level 3 (significant unobservable inputs)[130](index=130&type=chunk)[153](index=153&type=chunk) - The embedded derivative component of the convertible bonds is classified under Level 3 of the fair value hierarchy, with its fair value determined using a binomial option pricing model[153](index=153&type=chunk)[400](index=400&type=chunk) - The discount rate is a significant unobservable input in the valuation model for the convertible bond's derivative component; a 10% decrease/increase would result in a fair value increase/decrease of approximately **$38,000**[400](index=400&type=chunk) [Capital Commitments](index=54&type=section&id=Capital%20Commitments) As of April 30, 2024, the Group had significant capital commitments contracted but not provided for, related to investments in a joint venture and the acquisition of a subsidiary Significant Capital Expenditure Contracted but Not Provided For | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Investment in a joint venture | 207 | 206 | | Acquisition of a subsidiary | 217 | 218 | | **Total** | **424** | **424** | - The Group has not yet made any capital contribution to the joint venture company (Shanghai Beilv), which has a registered capital of RMB 3,000,000[136](index=136&type=chunk)[229](index=229&type=chunk) [Related Party Transactions](index=54&type=section&id=Related%20Party%20Transactions) The Group engaged in several related party transactions, including key management personnel compensation and ongoing transactions for parts and services with companies controlled by directors' close relatives Key Management Personnel Remuneration | Item | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | | Short-term employee benefits | 309 | 389 | | Post-employment benefits | 34 | 49 | | **Total** | **343** | **438** | Balances with Related Parties | Related Party Name | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | P&P Excel Car Air-Conditioning Sdn Bhd | (5) | (2) | | P&P Excel Tech Engineering Sdn Bhd | (206) | (83) | | SW Excel Tech Engineering Sdn Bhd | 3 | 2 | | **Total** | **(208)** | **(83)** | - The outstanding balances with related parties are unsecured, interest-free, and repayable on demand[138](index=138&type=chunk) Continuing Related Party Transactions | Transaction Type | Related Party Name | 2024 (thousand USD) | 2023 (thousand USD) | | :--- | :--- | :--- | :--- | | Purchase of parts and services | P&P Excel Tech Engineering Sdn Bhd | 171 | 24 | | Repair and maintenance services | P&P Excel Car Air-Conditioning Sdn Bhd | 7 | 17 | | Repair and maintenance services | CP Excel Auto Tech Pte Ltd | – | 14 | | Repair and maintenance services/rental of equipment | SW Excel Tech Engineering Sdn Bhd | 2 | 1 | [Contingent Liabilities](index=57&type=section&id=Contingent%20Liabilities) The Group's contingent liabilities consist of contract performance guarantees issued for the benefit of customers to secure the fulfillment of contractual obligations Details of Contingent Liabilities | Item | As at April 30, 2024 (thousand USD) | As at October 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Contract performance guarantees for the benefit of customers | – | 603 | - The performance guarantees are issued by banks to secure the Group's due performance of its obligations under contracts with customers and will be released upon completion of the relevant contract works[140](index=140&type=chunk)[419](index=419&type=chunk)

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責， 對其準確性或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何 部分內容而產生或因倚賴該等內容而引致之任何損失承擔任何責任。 Gemilang International Limited 彭順國際有限公司 （於開曼群島註冊成立之有限公司） （股份代號：6163） 截至二零二四年四月三十日止 六個月之中期業績公告 彭順國際有限公司（「本公司」）董事（「董事」）會（「董事會」）欣然公佈本公司及其 附屬公司（統稱「本集團」）截至二零二四年四月三十日止六個月（「報告期」）的未經 審核簡明綜合中期業績連同二零二三年同期的比較數字如下： 簡明綜合損益及其他全面收入表 截至二零二四年四月三十日止六個月 （以美元列示） | | | 截至四月三十日止六個月 | | | --- | --- | --- | --- | | | | 二零二四年 | 二零二三年 | | | | （未經審核） | （未經審核） | | | 附註 | 千美元 | 千美元 | | 收益 | 3 | 8,813 | 4,062 | | 銷售成本 | | (6,497) | (3 ...

Financial Performance - The company reported revenue of approximately $14.27 million for the fiscal year ending October 31, 2023, a decrease of about 48.1% compared to $27.47 million in the previous fiscal year[18]. - Gross profit for the year was approximately $2.19 million, resulting in a gross margin of about 15.3%, down from 17.9% in the previous year[18]. - The loss attributable to equity holders of the company for the year was approximately $2.79 million, compared to a loss of $1.38 million in the previous year[18]. - The group's revenue for the year ended October 31, 2023, was approximately $14.27 million, a decrease from $27.47 million for the year ended October 31, 2022, reflecting a decline in sales of bus bodies and related services[40]. - Revenue from the sales of bus bodies and kits for the year was approximately $11.33 million, a decrease of about $10.19 million or 47.3% from approximately $21.52 million in the previous year[34]. - Revenue from city buses (complete vehicles) increased to $9.52 million (66.8% of total revenue) in 2023, compared to $7.42 million (27.0%) in 2022, while revenue from long-distance buses dropped to $0.50 million (3.4%) from $2.33 million (8.5%)[42]. - The sales of parts and related services generated approximately $2.94 million, a decrease of about $3.02 million or 50.7% from approximately $5.96 million in the previous year[39]. Assets and Liabilities - Total assets as of October 31, 2023, were $34.15 million, a decrease from $35.50 million in the previous year[13]. - Total liabilities increased to $20.40 million from $19.32 million in the previous year[13]. - The company's bank deposits as of October 31, 2023, are approximately 0.52 million USD, down from 1.98 million USD in 2022, with total pledged assets valued at 8,939 thousand USD[62]. - The contingent liabilities of the group as of October 31, 2023, amount to 603 thousand USD, a decrease from 913 thousand USD in 2022[64]. - The company's debt-to-equity ratio as of October 31, 2023, was approximately 81%, down from 86% in the previous year[83]. Market Challenges and Opportunities - The company is facing challenges in the automotive market transition, particularly with the shift from diesel-powered vehicles to electric vehicles[21]. - The decline in sales was primarily due to reduced sales of body and kit components, as well as related services compared to the previous year[18]. - The total number of completed orders for the year decreased compared to the previous year due to a slower-than-expected market transition towards electric vehicles[23]. - The company will continue to explore opportunities for business development amid increasing competition in the electric vehicle market[15]. - The company aims to explore the production of more electric commercial and special-purpose vehicles, leveraging its experience in manufacturing vehicle bodies[23]. - The company plans to expand its market presence in the United States, Australia, and New Zealand, while strengthening coverage in other Asian and Middle Eastern countries[23]. - The company is focusing on promoting lightweight aluminum body solutions for electric buses in the Greater China region, which remains the largest bus market globally[69]. Corporate Governance and Management - The board of directors did not recommend any final dividend for the year, consistent with the previous year[20]. - The board consists of six members, including three executive directors and three independent non-executive directors[200]. - The roles of the chairman and CEO are held by the same individual, which deviates from the corporate governance code[193]. - The company is committed to high standards of corporate governance and business ethics to achieve long-term business goals[192]. - The company has adopted the standard code of conduct for securities trading as per the listing rules, ensuring compliance by all directors[198]. - The company will continue to review its corporate governance structure and make necessary adjustments as needed[197]. Investments and Acquisitions - The company has agreed to sell a vacant industrial land in Johor, Malaysia, for a total consideration of 20,688,000 MYR (approximately 4,456,000 USD) with a deposit of 2,068,800 MYR (approximately 446,000 USD) already paid[59]. - The company entered into a conditional share sale agreement for the acquisition of GML Premier Sdn. Bhd. for a total consideration of 2,591,244 MYR (approximately 550,000 USD)[168]. - A deposit of 1,554,746 MYR (approximately 330,000 USD) was paid at the signing of the conditional share sale agreement[168]. - The deadline for obtaining the necessary approvals for the acquisition has been extended by six months to April 26, 2024[170]. Employee and Operational Metrics - The total number of full-time employees increased to 270 as of October 31, 2023, compared to 251 in the previous year[86]. - General and administrative expenses decreased from approximately $4.45 million in 2022 to $4.16 million in 2023, a reduction of about $0.29 million or 6.5%, attributed to a decrease in average employee numbers[53]. - Selling and distribution expenses decreased by approximately $0.17 million or 33.8%, from $0.51 million in 2022 to $0.34 million in 2023, primarily due to reduced shipping costs[43]. Environmental and Social Responsibility - The company emphasizes its environmental policies and compliance with relevant laws and regulations[114]. - The company has established an environmental policy to minimize its operational environmental footprint and has not encountered any significant violations of applicable environmental laws this year[181]. - The company made charitable and/or other donations of approximately $4,000 during the year[146]. Shareholder Information - The company has adopted a dividend policy allowing for the declaration and distribution of dividends to shareholders, contingent upon the board's discretion and shareholder approval[116]. - The top five customers accounted for approximately 79% of the total revenue for the year, with the largest customer contributing about 37%[147]. - The top five suppliers represented approximately 47% of the total procurement amount, with the largest supplier accounting for about 18%[147].

Financial Performance - The company's revenue decreased from approximately $27.47 million in the year ended October 31, 2022, to about $14.27 million in the current year, representing a decline of approximately 48%[4] - The company recorded a loss of approximately $2.79 million for the current year, compared to a loss of $1.38 million in the previous year, indicating an increase in losses of about 102%[4] - Basic and diluted loss per share for the current year was 1.11 cents, compared to 0.55 cents in the previous year, reflecting a 102% increase in loss per share[8] - Gross profit for the current year was $2.185 million, down from $4.917 million in the previous year, marking a decline of approximately 56%[6] - The company reported a pre-tax loss of $(2.884) million, compared to a loss of $(1.241) million in the previous year[26] - The pre-tax loss for the year 2023 was approximately $2,787,000, compared to a loss of $1,377,000 in 2022, indicating an increase in losses year-over-year[37] Assets and Liabilities - Total assets decreased from $27.34 million in the previous year to $24.608 million, a reduction of about 11%[10] - The company's cash and cash equivalents decreased from $1.233 million to $0.259 million, a decline of approximately 79%[10] - The company's net asset value decreased from $16.172 million to $13.749 million, a decline of approximately 15%[11] - Trade receivables increased to $4,188,000 in 2023 from $3,623,000 in 2022, marking an increase of approximately 15.6%[40] - The total trade and other payables rose to $5,260,000 in 2023, up from $3,366,000 in 2022, indicating an increase of approximately 56.2%[46] - The company's total liabilities to equity ratio as of October 31, 2023, was approximately 81%, down from 86% on October 31, 2022[111] Revenue Breakdown - Total revenue for the year ended October 31, 2023, was $14.265 million, a decrease of 48% from $27.474 million in the previous year[26] - The sales of bus bodies and kits generated $11.33 million, while the sales of parts and related services contributed $2.935 million[26] - Revenue from external customers in Malaysia decreased to $2.703 million from $3.752 million, while revenue from Hong Kong increased to $5.426 million from $3.346 million[31] - Revenue from the Uzbekistan market was recorded at approximately $6.96 million from the delivery of 190 single-decker buses in the previous fiscal year, with no deliveries made in the current year[67] - Revenue from the US market decreased by approximately $1.97 million or 66.8%, from about $2.95 million to approximately $0.98 million, due to the delivery of only 14 electric buses[67] - Revenue from the Australian market decreased by approximately $2.63 million or 66.1%, from about $3.98 million to approximately $1.35 million, attributed to a reduction in bus deliveries from 45 to 18 units[68] Operational Highlights - The company delivered a total of 108 completed buses and 46 fully assembled kits during the year[63] - The sales of completed buses contributed approximately 79% of the total revenue in 2023, up from 78% in 2022[66] - The company aims to expand its market presence in regions such as New Zealand and Hong Kong, where completed bus orders have increased[66] - The demand for aluminum buses is expected to drive business growth due to their compliance with environmental standards and better energy efficiency[62] Cost Management - Total employee costs decreased to $2,780,000 in 2023 from $3,169,000 in 2022, reflecting a reduction of approximately 12.3%[32] - General and administrative expenses decreased by approximately $0.29 million or 6.5%, from about $4.45 million to approximately $4.16 million, primarily due to a reduction in average employee numbers[80] - Inventory costs significantly dropped to $12,080,000 in 2023 from $22,557,000 in 2022, representing a decrease of about 46.4%[32] Strategic Initiatives - The company aims to become a leading bus manufacturing solution provider in Asia, capitalizing on the growing demand for public transportation due to urbanization and population growth[95] - The company plans to expand its manufacturing capacity and invest in product development, focusing on electric bus body solutions and enhancing automation in existing facilities[97] - The company is targeting the increasing demand for electric vehicles in the Asia-Pacific region, with a focus on Malaysia and Singapore as core markets[96] - The company intends to diversify its product portfolio by developing lighter vehicle bodies to improve battery efficiency and performance, catering to the growing demand for electric vehicles[101] Corporate Governance - The company has adopted high standards of corporate governance to protect shareholder interests and enhance corporate value[116] - The audit committee consists of three independent non-executive directors, ensuring oversight of the financial reporting process and internal controls[129] - The company has complied with the securities trading standard code throughout the year, confirming no breaches by employees[127] Future Outlook - The company is actively seeking to expand its business and evaluate different opportunities near its headquarters to enhance profitability and shareholder returns[102] - The company continues to strengthen its after-sales service and marketing teams to provide timely support to customers and improve relationships through feedback collection[99]

Revenue Performance - The total revenue from the sales of bus bodies and kits for the six months ended April 30, 2023, was approximately $2.68 million, a decrease of about 72.7% compared to $9.81 million in the same period of 2022[18]. - Revenue from the sales of parts and related services was approximately $1.38 million, a decrease of about 68.1% from $4.33 million in the same period of 2022[20]. - The company recorded revenue of approximately $4.06 million for the reporting period, a decrease of about 71.3% compared to $14.14 million in the same period last year, primarily due to delayed bus deliveries and slow recovery of the global supply chain post-COVID-19[26]. - Total revenue for the six months ended April 30, 2023, was $4,062,000, a decrease of 71.3% compared to $14,138,000 for the same period in 2022[123]. - Revenue from bus body and kit sales was $2,682,000, down 72.6% from $9,808,000 year-over-year[123]. - Revenue from parts sales and related services was $1,380,000, a decline of 68.1% from $4,330,000 in the previous year[123]. Market and Sales Dynamics - The company delivered a total of 33 completed buses during the reporting period, down from 84 buses in the same period of 2022, with no deliveries of fully assembled kits compared to 29 in 2022[18]. - The company reported a significant decline in revenue from the Malaysian market, which fell from $2.92 million in 2022 to $0.27 million in 2023[18]. - The decline in sales was attributed to reduced deliveries to markets such as Singapore, Australia, the United States, and Malaysia, primarily due to delays caused by the ongoing global supply chain recovery post-COVID-19 and the impact of the Russia-Ukraine war[18]. - The company’s revenue from the United States market decreased from $1.50 million in 2022 to $0.62 million in 2023[18]. - Geographically, revenue from Singapore dropped 61.4% to $1,035,000 from $2,683,000, and revenue from the United States decreased 55.1% to $677,000 from $1,502,000[125]. Financial Performance - The company's gross profit for the reporting period was approximately $1.02 million, with a gross margin of about 25.1%, slightly up from 23.4% in the same period last year[32]. - The company reported a profit of approximately $260,000 for the six months ended April 30, 2023, compared to $125,000 for the same period in 2022, reflecting a year-over-year increase of 108%[147]. - Basic earnings per share for the six months ended April 30, 2023, were $0.00103, up from $0.00050 in 2022, representing a 106% increase[146]. - The company recorded a net profit attributable to equity holders of $260,000, up 108% from $125,000 in the previous year[107]. - The company reported a foreign exchange gain of $952,000, contrasting with a loss of $932,000 in the previous year, showing a significant turnaround[107]. - Total comprehensive income for the period was $1,212,000, compared to a loss of $807,000 in the same period last year, marking a substantial recovery[107]. Cost Management - Sales and distribution expenses decreased by approximately 34.6% compared to the same period last year, reflecting a cautious approach to marketing expenditures during the transition from diesel to electric vehicles[33]. - Employee costs decreased to $1,271,000 from $1,799,000, indicating a reduction in salary and benefits expenses[139]. - The total administrative and corporate expenses were $477,000, contributing to a pre-tax profit of $559,000[129]. - Financial costs increased to $503,000 from $255,000, reflecting higher interest expenses on borrowings[138]. - Inventory costs were $3,044,000, down from $10,828,000, reflecting improved inventory management[141]. Assets and Liabilities - The company's current assets net amount was approximately $9.60 million as of April 30, 2023, up from $8.48 million on October 31, 2022, with a current ratio of about 1.62[39]. - The company's bank borrowings decreased by approximately 18.7% from $12.00 million on October 31, 2022, to $9.76 million on April 30, 2023[40]. - The asset-liability ratio improved from approximately 86% on October 31, 2022, to about 72% on April 30, 2023, mainly due to loan repayments during the reporting period[42]. - The company’s total equity attributable to owners increased to $17,384 thousand as of April 30, 2023, up from $16,172 thousand as of October 31, 2022, reflecting a growth of approximately 7.48%[110]. - The total liabilities decreased to $18,844 thousand as of April 30, 2023, from $19,323 thousand as of October 31, 2022, indicating a decrease of approximately 2.47%[109]. Corporate Governance - The company’s chairman and CEO roles are held by the same individual, which deviates from the corporate governance code, but the board believes this arrangement ensures effective strategic planning[69]. - The company is committed to maintaining high standards of corporate governance to protect shareholder interests and enhance corporate value[69]. - The company’s board consists of a majority of independent non-executive directors, providing diverse and independent perspectives[69]. - The company will continue to review its existing corporate governance structure and make necessary adjustments as needed[70]. Capital and Financing - The net proceeds from the global offering amounted to approximately $8.77 million, with $8.60 million already utilized[57][59]. - The company plans to utilize the remaining unutilized proceeds of approximately $0.17 million for upgrading and purchasing machinery before the fiscal year ending October 31, 2023[59]. - The company issued convertible bonds with a principal amount of HKD 25 million (approximately $3.22 million) at an interest rate of 4.25%[60]. - The total amount raised from the issuance of convertible bonds is approximately HKD 25,000,000, with a net amount of about HKD 24,837,000 after deducting all related costs and expenses[64]. - The net proceeds from the convertible bonds will be used for the development of the group's existing business and as working capital[64]. Employee and Workforce - The total number of full-time employees increased to 267 as of April 30, 2023, up from 251 as of October 31, 2022[56]. - The total compensation for key management personnel decreased from $614,000 in 2022 to $438,000 in 2023, representing a reduction of approximately 28.7%[190]. - The total short-term employee benefits for key management personnel decreased from $558,000 in 2022 to $389,000 in 2023, a reduction of approximately 30.4%[190]. Future Outlook - The company aims to maintain high product quality to become a leading bus manufacturing solution provider and is focused on expanding its market presence in regions like the United States[21]. - The demand for aluminum buses is expected to drive business growth, as aluminum is favored for its lightweight and energy efficiency, particularly in electric buses[13]. - The company is actively exploring new business opportunities in the electric vehicle market, leveraging its experience in manufacturing electric buses[24]. - The company plans to promote lightweight aluminum bus body solutions in China as the market recovers post-COVID-19[24]. - The company plans to continue focusing on market expansion and new product development to enhance future growth prospects[116].