MINDTELL TECHNOLOGY LIMITED (於開曼群島註冊成立之有限公司) (股份代號: 8611) 截至二零二三年八月三十一日止九個月 第三季度業績公告 香港聯合交易所有限公司(「聯交所」)GEM之特色 GEM之定位,乃為中小型公司提供一個上市之市場,此等公司相比起其他在聯交所上市 之公司帶有較高投資風險。有意投資之人士應了解投資於該等公司之潛在風險,並應經 過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司,在GEM買賣之證券可能會較於聯交所主板買賣之 證券承受較大之市場波動風險,同時無法保證在GEM買賣之證券會有高流通量之市場。 香港交易及結算所有限公司及聯交所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。 本公告之資料乃遵照聯交所GEM 證券上市規則(「GEM上市規則」)而刊載,旨在提供有 關Mindtell Technology Limited(「本公司」)之資料;本公司董事(「董事」)願就本公告之資 料共同及個別地承擔全部責任。各董事在作出一切合理查詢 ...

Revenue Performance - For the three months ended May 31, 2023, revenue increased to RM 3,838,000, a 49% increase from RM 2,576,000 in the same period of 2022[11]. - For the six months ended May 31, 2023, revenue decreased to RM 6,544,000, a 7% decline from RM 7,036,000 in the same period of 2022[11]. - Revenue from external customers for the six months ended May 31, 2023, was RM 6,544,000, a decrease of 7% compared to RM 7,036,000 for the same period in 2022[58]. - The Group's total revenue for the six months ended 31 May 2023 decreased by approximately 7.0% to RM 6,544,000 compared to RM 7,036,000 in 2022[128]. - Revenue from IT outsourcing services decreased by approximately 55.6% to RM 340,000 for the six months ended 31 May 2023, down from RM 765,000 in 2022[131]. - Revenue from maintenance and consultancy services decreased by approximately 29.7% to RM 180,000 for the six months ended 31 May 2023, compared to RM 256,000 in 2022[136]. - Revenue from system integration and development services remained stable at approximately RM 6,024,000 for the six months ended 31 May 2023, slightly up from RM 6,015,000 in 2022[130]. Profit and Loss - Gross profit for the three months ended May 31, 2023, was RM 690,000, compared to RM 648,000 in the same period of 2022, reflecting a 6% increase[11]. - The gross profit for the six months ended 31 May 2023 was RM 1,152,000, compared to RM 1,219,000 in 2022[139]. - The gross profit margin improved to 17.6% for the six months ended May 31, 2023, compared to 17.3% in 2022[139]. - Loss before income tax for the three months ended May 31, 2023, was RM 1,405,000, an improvement from RM 2,309,000 in the same period of 2022, indicating a 39% reduction in losses[12]. - For the six months ended May 31, 2023, the loss before income tax was RM 4,233,000, a slight improvement from RM 4,545,000 in the same period of 2022[20]. - The Group recorded a loss of approximately RM 4,233,000 for the six months ended 31 May 2023, an improvement from a loss of approximately RM 4,545,000 in 2022[147]. Assets and Liabilities - Non-current assets decreased to RM 2,671,000 as of May 31, 2023, down from RM 4,218,000 as of November 30, 2022, representing a 37% decline[14]. - Current assets decreased to RM 9,108,000 as of May 31, 2023, down from RM 11,449,000 as of November 30, 2022, indicating a 20% reduction[14]. - As of May 31, 2023, net current assets decreased to RM 3,073,000 from RM 5,867,000 as of November 30, 2022, representing a decline of approximately 47.9%[15]. - Total assets less current liabilities fell to RM 5,744,000 from RM 10,085,000, a decrease of about 43.2%[15]. - The company's net assets decreased to RM 5,039,000 from RM 9,291,000, reflecting a decline of approximately 45.8%[15]. - Trade and other payables increased to RM 3,858,000 as of May 31, 2023, compared to RM 2,874,000 as of November 30, 2022, reflecting a 34% increase[14]. Cash Flow - Cash used in operating activities for the six months was RM 1,820,000, compared to RM 305,000 in the previous year, indicating a significant increase in cash outflow[20]. - The company reported a net decrease in cash and cash equivalents of RM 2,133,000, compared to RM 2,621,000 in the previous year[22]. - Cash and cash equivalents at the end of the reporting period were RM 4,511,000, down from RM 12,468,000 at the end of the previous year[22]. - Cash at banks and in hand decreased to RM 2,949,000 as of May 31, 2023, from RM 4,573,000 as of November 30, 2022[107]. - Total bank balances and cash decreased to RM 4,511,000 as of May 31, 2023, from RM 6,644,000 as of November 30, 2022[107]. Corporate Governance - The Company has complied with the Corporate Governance Code during the six months ended May 31, 2023, with a noted deviation regarding the separation of roles between the chairman and CEO[194]. - Mr. Chong Yee Ping serves as both Chairman and CEO, responsible for the overall business development strategy of the Company[195]. - The Board believes that the current arrangement of having the same individual in both roles is in the best interest of the Company and its shareholders[198]. - The Board consists of four other experienced individuals, including two non-executive Directors and two independent non-executive Directors, providing diverse perspectives[198]. - The Audit Committee has direct access to external auditors and independent professional advisers when necessary[197]. Future Outlook and Strategy - The company is focused on improving operational efficiency and exploring new market opportunities to enhance future performance[10]. - The Group aims to be a major IT solution provider for digital banking and public financial services, focusing on compliance and digitalization[167]. - The Group plans to leverage pre-IPO investors' business networks to introduce IT products from the PRC into Malaysia[168]. - The Group has developed an advanced version of its mobile payment application, Blackbutton 2.0, which is ready for market offering and aims to localize mobile payment products in Malaysia[174]. - The digital banking solution is ready for market, with a typical sales cycle of 12-18 months, and the Group will engage in active marketing activities[177]. - The current economic environment in Malaysia remains challenging due to global economic slowdown, interest rate hikes, and trade wars, which are expected to persist[178]. - The Group is exploring emerging markets like Vietnam and Cambodia to identify new business opportunities and investment prospects[185].

MINDTELL TECHNOLOGY LIMITED (於開曼群島註冊成立之有限公司) (股份代號:8611) 截至二零二三年五月三十一日止六個月 中期業績公告 香港聯合交易所有限公司(「聯交所」)GEM之特色 GEM之定位,乃為中小型公司提供一個上市之市場,此等公司相比起其他在聯交所上市 之公司帶有較高投資風險。有意投資之人士應了解投資於該等公司之潛在風險,並應經 過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司,在GEM買賣之證券可能會較於聯交所主板買賣 之證券承受較大之市場波動風險,同時無法保證在GEM買賣之證券會有高流通量之市 場。 香港交易及結算所有限公司及聯交所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。 本公告之資料乃遵照聯交所GEM證券上市規則(「GEM上市規則」)而刊載,旨在提供有關 Mindtell Technology Limited(「本公司」)之資料;本公司董事(「董事」)願就本公告之資料 共同及個別地承擔全部責任。各董事在作出一切合理查詢後,確認 ...

Financial Performance - For the three months ended February 28, 2023, the revenue was RM 2,706,000, a decrease of 39.4% compared to RM 4,460,000 for the same period in 2022[10]. - The gross profit for the period was RM 462,000, down 19.1% from RM 571,000 in the previous year[10]. - Administrative expenses increased to RM 3,271,000, up 17.3% from RM 2,789,000 in the same period last year[10]. - The loss before income tax was RM 2,828,000, compared to a loss of RM 2,236,000 for the same period in 2022, representing a 26.5% increase in losses[11]. - The total comprehensive loss for the period was RM 2,863,000, compared to RM 2,236,000 in the previous year, indicating a 28.1% increase in total losses[11]. - Loss per share for the period was RM 0.73, compared to RM 0.57 for the same period in 2022, reflecting a 28.1% increase in loss per share[11]. - As of February 28, 2023, accumulated losses increased to RM 29,190,000 from RM 26,362,000 at the end of the previous reporting period[13]. - The Group recorded a loss of approximately RM2.8 million for the three months ended 28 February 2023, compared to a loss of approximately RM2.2 million in the same period of 2022, indicating an increase in loss due to higher administrative expenses[93][96]. Revenue Breakdown - For the three months ended February 28, 2023, the total revenue from reportable segments was RM 2,706,000, with system integration and development services contributing RM 2,314,000, IT outsourcing services RM 243,000, and maintenance and consultancy services RM 149,000[37]. - System integration and development services generated RM 2,314,000 in revenue, slightly up from RM 2,300,000 in the previous year[45]. - IT outsourcing services revenue decreased to RM 243,000 from RM 363,000, reflecting a decline of 32.9%[45]. - Maintenance and consultancy services revenue increased marginally to RM 149,000 from RM 145,000[45]. - Revenue for the three months ended 28 February 2023 was RM 2,706,000, a decrease of 39.4% compared to RM 4,460,000 for the same period in 2022[42]. - Revenue from system integration and development services decreased by approximately 41.4% to approximately RM2.3 million for the three months ended 28 February 2023, down from RM4.0 million in 2022[76]. - Revenue from IT outsourcing services decreased by approximately 33.1% to approximately RM243,000 for the three months ended 28 February 2023, compared to RM363,000 in 2022[77]. - Revenue from maintenance and consultancy services remained stable at approximately RM149,000 for the three months ended 28 February 2023, slightly up from RM145,000 in 2022[78]. Administrative and Other Expenses - Amortization for the quarter was RM 864,000, and the addition of intangible assets amounted to RM 85,000[37]. - Amortization of intangible assets included in administrative expenses was RM 864,000, down from RM 1,137,000 in the previous year[54]. - Interest income decreased to RM 1,000 from RM 5,000 year-on-year[47]. - The Group did not provide for Malaysia corporate income tax as it incurred a loss for taxation purposes in Malaysia for the three months ended 28 February 2023[57]. - Administrative expenses increased by approximately 17.3% to approximately RM3.3 million for the three months ended 28 February 2023, compared to RM2.8 million in 2022[87]. - Finance costs remained stable at approximately RM21,000 for the three months ended 28 February 2023, down from approximately RM24,000 in 2022[91]. Corporate Governance and Shareholder Information - The Directors did not recommend the payment of an interim dividend for the three months ended 28 February 2023, consistent with the previous year[67]. - The weighted average number of ordinary shares for basic and diluted loss per share calculation remained unchanged at 390,000,000 for both periods[67]. - The Company has complied with the Corporate Governance Code, except for the separation of roles between the chairman and the chief executive officer, which is deemed appropriate under current circumstances[125][129]. - The Share Option Scheme was conditionally adopted on September 19, 2018, to incentivize eligible persons for their contributions to the Group[137]. - The total number of shares issued under the Share Option Scheme shall not exceed 1% of the issued share capital of the Company in any 12-month period without shareholder approval[138]. - The Share Option Scheme will remain in force for 10 years from its adoption date on September 19, 2018, expiring on September 18, 2028[142]. - As of February 28, 2023, the company had 39,000,000 shares available for issue under the Share Option Scheme, representing 10% of the existing issued share capital[142]. - No options have been granted by the company since the adoption of the Share Option Scheme up to February 28, 2023[142]. - Mr. Chong Yee Ping and Mr. Siah Jiin Shyang each hold 196,560,000 shares, representing 50.4% of the company's issued share capital[148]. - Delicate Edge Limited and King Nordic Limited each hold 98,280,000 shares, accounting for 25.2% of the total issued share capital of the company[150]. - Mr. Liu Yan Chee holds 57,720,000 shares, representing 14.8% of the company's issued share capital[148]. - Mr. Lam Pang holds 38,220,000 shares, representing 9.8% of the company's issued share capital[148]. - As of February 28, 2023, no other directors or chief executives had interests or short positions in the shares or debentures of the company[150]. - The company has not entered into any arrangements enabling directors or chief executives to acquire benefits through shares or debentures during the three months ended February 28, 2023[153]. - The interests and short positions of directors and chief executives are required to be disclosed under the Securities and Futures Ordinance[145]. Strategic Focus and Market Position - The company continues to focus on system integration and development services, IT outsourcing services, and maintenance and consultancy services[15]. - The Group aims to become a major IT solution provider for digital banking and public financial services, with the first national budget released on 24 February 2023[98][99]. - The Group has developed Blackbutton Version 2.0, an advanced mobile payment and customer onboarding application, which is ready for market offering[105][106]. - The Group plans to enhance Blackbutton by expanding its features to support digital customer onboarding, eKYC, and digital credit origination[107]. - The digital banking solution is ready for market, with active marketing activities planned, including participation in regional banking technology events[108]. - The Group is exploring potential acquisitions to strengthen its products and features in response to market demand[107]. - The Group is monitoring the global economic environment, including rising interest rates and potential recession impacts, while negotiating new projects to enhance business performance[116]. - The Group is focusing on emerging markets such as Vietnam and Cambodia to identify new business opportunities[116]. - The Group has established a prominent position in offering anti-money laundering solutions, anticipating high demand for such services[102]. - The Group is actively exploring valuable information technology products to diversify its offerings as international travel recovers[117]. - The Group is monitoring the impacts of interest rate hikes, the Ukraine war, and supply chain disruptions on its operations, indicating a challenging business environment[117]. - The Group has taken measures to expand into emerging markets such as Vietnam and Cambodia to strengthen its core business[117]. Compliance and Audit - The Audit Committee consists of three independent non-executive Directors and has reviewed the unaudited condensed consolidated financial statements for the three months ended 28 February 2023, confirming compliance with applicable accounting standards[169][170]. - The Company established an Audit Committee to oversee financial reporting processes and risk management systems, in compliance with GEM Listing Rules[168][169]. - As of 28 February 2023, no Directors or controlling shareholders had interests in any other companies that may compete directly or indirectly with the Group's business[162][165]. - The Company has a Deed of Non-Competition in place, ensuring that controlling shareholders do not engage in competing businesses[163][164]. - The independent non-executive Directors confirmed compliance with all undertakings under the Deed of Non-Competition up to the date of the report[164].

MINDTELL TECHNOLOGY LIMITED (於開曼群島註冊成立之有限公司) (股份代號:8611) 截至二零二三年二月二十八日止三個月 第一季度業績公告 香港聯合交易所有限公司(「聯交所」)GEM之特色 GEM之定位,乃為中小型公司提供一個上市之市場,此等公司相比起其他在聯交所上市 之公司帶有較高投資風險。有意投資之人士應了解投資於該等公司之潛在風險,並應經 過審慎周詳之考慮後方作出投資決定。 由於GEM上市公司普遍為中小型公司,在GEM買賣之證券可能會較於聯交所主板買賣 之證券承受較大之市場波動風險,同時無法保證在GEM買賣之證券會有高流通量之市 場。 香港交易及結算所有限公司及聯交所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。 本公告之資料乃遵照聯交所GEM證券上市規則(「GEM上市規則」)而刊載,旨在提供有關 Mindtell Technology Limited(「本公司」)之資料;本公司董事(「董事」)願就本公告之資料 共同及個別地承擔全部責任。各董事在作出一切合理查詢後 ...

Company Operations - The Group's operation is primarily located in Malaysia, providing system integration and IT-related services since 2006[19]. - The Group's customer base includes banks, financial institutions, government bodies, educational institutions, and SMEs[19]. - The Group has diversified its business to include general trading services related to IT and management consultancy[19]. - The Group's operations are primarily financed by revenue generated from business operations, available bank balances, and interest-bearing borrowings[76]. Impact of COVID-19 - The COVID-19 pandemic continued to impact the Group's operations, affecting new project negotiations and delaying existing projects[20]. - The COVID-19 pandemic has led to cost overruns and project delays, but the Group continues to manage costs carefully[112]. - Post-pandemic, customers appear more confident to spend and invest in IT-driven business transformation[26]. - The Group will continue to monitor the development of COVID-19 to ensure employee safety and stable operations[71]. Financial Performance - The financial year ended on November 30, 2022, with ongoing efforts to maintain stable operations[20]. - The Group's total revenue decreased by approximately 27.4% to approximately RM12.5 million for the year ended 30 November 2022, down from RM17.2 million in 2021[35]. - Revenue from system integration and development services decreased by approximately 24.8% to approximately RM10.2 million for the year ended 30 November 2022, compared to RM13.5 million in 2021[39]. - Revenue from IT outsourcing services decreased by approximately 56.4% to approximately RM1.2 million for the year ended 30 November 2022, down from RM2.9 million in 2021[40]. - Revenue from maintenance and consultancy services increased by approximately 32.0% to approximately RM1,047,000 for the year ended 30 November 2022, up from approximately RM793,000 in 2021[41]. - The Group recorded a loss of approximately RM6.7 million for the year ended 30 November 2022, compared to a loss of RM6.3 million in 2021, attributed to rising administrative expenses[54]. - Administrative expenses rose by approximately 19.7% to RM10.9 million for the year ended 30 November 2022, mainly due to an increase in amortization of intangible assets[51]. - Finance costs increased by approximately 36.1% to RM98,000 for the year ended 30 November 2022, as no interest-free deferral of repayment was granted in 2022[52]. Strategic Focus and Future Plans - The Group aims to develop advanced versions of existing IT products to increase competitive edge[20]. - The Group is exploring appropriate investment opportunities to strengthen its core business[20]. - The Group aims to be a major IT solution provider for digital banking and public financial services[29]. - The Group plans to continue focusing on digital transformation and modernization solutions for customers, anticipating an expansionary future in the industry[68]. - The Group is focusing on providing pay-per-use or leasing commercial models to ease customers' financial burdens and secure long-term contracts[28]. - The Group is actively negotiating and securing new projects and tenders to enhance business performance and develop advanced versions of IT products[25]. - The Group is exploring emerging markets such as Vietnam and Cambodia to identify new business opportunities and investment opportunities[25]. Market Environment - The Group's business environment remains challenging due to potential global recession, rising interest rates, and supply chain disruptions[24]. - The Group anticipates a challenging economic environment in Malaysia due to global economic slowdown and interest rate hikes[98]. - The Group is monitoring global developments, including rising interest rates and supply chain disruptions, which may impact business operations[104]. - The Malaysian economy showed signs of recovery in the second half of 2022, with expectations for a quicker recovery path due to high vaccination rates and the reopening of borders[66]. Management and Governance - The company has a diverse board with expertise in finance, IT, and business intelligence, enhancing its strategic decision-making capabilities[158]. - The board includes independent non-executive directors who contribute to the governance and oversight of the company[165]. - The company is focused on expanding its market presence through strategic appointments and leveraging the experience of its directors[160]. - The management team has a strong background in technology and finance, which is crucial for the company's growth strategy[171]. - The board's composition reflects a commitment to strong governance and diverse skill sets, which is essential for navigating market challenges[165]. Employee and Staff Costs - The Group's total staff costs and related expenses for the year ended 30 November 2022 were approximately RM9.1 million, an increase from RM7.7 million in 2021[131]. - The Group's employee count increased to 70 as of 30 November 2022, up from 60 in the previous year[131]. - The Group contributed approximately RM703,000 to the Mandatory Provident Fund (MPF) and Employees Provident Fund (EPF) schemes for the year ended November 30, 2022, compared to RM629,000 in 2021[137]. - The Group is required to contribute 5% of employees' relevant income to the MPF scheme, with a cap of HK$30,000 per month[135]. - The Group's subsidiaries in Malaysia are required to contribute between 6% to 13% of payroll costs to the EPF[136]. Research and Development - The Group has completed the advanced version of its mobile payment application, Blackbutton 2.0, which is now ready for market offering[95]. - The Group plans to enhance Blackbutton to support new digital processes, including digital customer onboarding, eKYC, and digital credit origination[101]. - The R&D department is actively involved in developing new products and improving existing technologies[186]. - The Group continuously develops advanced versions of existing products and evaluates potential acquisitions to meet customer demands[116]. Financial Management - The Group raised approximately RM30.5 million (equivalent to approximately HK$58.6 million) from the share offer, with adjusted allocations for various purposes[119]. - Approximately RM18.3 million (equivalent to approximately HK$35.2 million), representing 60% of the net proceeds, is allocated for purchasing hardware and equipment to establish IT infrastructure for cloud services[122]. - The Group plans to allocate approximately RM6.1 million (equivalent to approximately HK$11.7 million), representing 20% of the net proceeds, for research and development of advanced IT products[127]. - As of 30 November 2022, the Group had utilized all of the RM30.5 million net proceeds, with no unutilized balance remaining[129]. - The Group's unutilised net proceeds of approximately RM11 million were reallocated to general working capital, including staff costs of RM7.6 million and professional fees of RM1.5 million[134]. Acquisitions and Investments - The Group is exploring potential acquisitions to strengthen its NS3 and CUSTPRO products in response to increasing market demand[96]. - The management attempted to negotiate a potential acquisition of a company with the Taraf Bumiputera MOF license, but it did not proceed due to unsatisfactory due diligence results[134]. - The Group has not made any material acquisitions or disposals of subsidiaries, associates, or joint ventures during the year ended November 30, 2022[105].

Financial Performance - Revenue for the three months ended August 31, 2022, was RM 2,162,000, a decrease of 18.4% compared to RM 2,652,000 in the same period of 2021[10] - Gross profit for the three months ended August 31, 2022, was RM 875,000, down 25.3% from RM 1,171,000 in the previous year[10] - Loss before income tax for the three months ended August 31, 2022, was RM 584,000, an improvement from a loss of RM 2,651,000 in the same period of 2021[11] - Total comprehensive loss for the period was RM 623,000, compared to RM 2,789,000 in the previous year, indicating a significant reduction in losses[11] - For the nine months ended August 31, 2022, revenue increased to RM 9,198,000, up 11.8% from RM 8,223,000 in the same period of 2021[10] - The company reported a loss for the nine months ended August 31, 2022, of RM 5,168,000, slightly improved from RM 5,479,000 in the previous year[11] - The basic loss per share for the three months ended August 31, 2022, was RM 0.16, an improvement from RM 0.72 in the same period of 2021[11] - For the three months ended August 31, 2022, the loss attributable to owners of the Company was RM623,000, compared to a loss of RM2,789,000 for the same period in 2021, representing a significant improvement[68] - For the nine months ended August 31, 2022, the loss attributable to owners of the Company was RM5,168,000, slightly better than the loss of RM5,479,000 in the same period of 2021[68] Revenue Breakdown - Segment revenue is derived from system integration and development services, IT outsourcing services, and maintenance and consultancy services[32] - System integration and development services generated RM 7,836,000 in revenue for the nine months ended August 31, 2022, up from RM 5,196,000 in 2021, reflecting a growth of 50.7%[45] - IT outsourcing services revenue decreased to RM 1,014,000 for the nine months ended August 31, 2022, down 57.8% from RM 2,408,000 in the previous year[45] - Revenue from maintenance and consultancy services decreased by approximately 43.8% to approximately RM348,000 for the nine months ended 31 August 2022, mainly due to the completion of several projects[86] Expenses and Costs - Administrative expenses for the three months ended August 31, 2022, were RM 2,353,000, an increase of 3.4% from RM 2,276,000 in the same period of 2021[10] - Amortization for the nine months ended August 31, 2022 was RM 3,410,000, compared to RM 1,808,000 for the same period in 2021, indicating a significant increase[39] - The cost of materials sold for the nine months ended August 31, 2022, was RM1,941,000, compared to RM467,000 in the same period of 2021[55] - Administrative expenses increased by approximately 25.2% to approximately RM8.2 million for the nine months ended 31 August 2022, mainly due to increased amortization of intangible assets[91] - Finance costs for the nine months ended August 31, 2022 totaled RM 74,000, an increase from RM 52,000 in the previous year[50] Taxation - Current tax expenses for the nine months ended August 31, 2022, amounted to RM39,000, consistent with RM138,000 for the same period in 2021[55] - The applicable Malaysia corporate income tax rate is 24% for the nine months ended August 31, 2022, unchanged from 2021[58] - Income tax expenses decreased to approximately RM39,000 for the nine months ended August 31, 2022, down from approximately RM138,000 in 2021, due to lower profits from Malaysian subsidiaries[96] Corporate Governance - The company has complied with the Corporate Governance Code, except for the separation of roles between the chairman and CEO[171] - The company has adopted the corporate governance code as per GEM Listing Rules Appendix 15, and has complied with it for the nine months ending August 31, 2022, with some deviations noted[173] - The roles of the Chairman and CEO are currently held by the same individual, Mr. Zhong Yibin, which the Board believes is in the best interest of the company and its shareholders for effective management and business development[175] - The Board consists of six other experienced individuals, including one executive director, two non-executive directors, and three independent non-executive directors, providing diverse perspectives for decision-making[175] Shareholder Information - As of August 31, 2022, Mr. Chong Yee Ping and Mr. Siah Jiin Shyang each hold 196,560,000 shares, representing approximately 50.4% of the Company's issued share capital[193] - Delicate Edge Limited and King Nordic Limited, owned by Mr. Chong Yee Ping and Mr. Siah Jiin Shyang respectively, each hold 98,280,000 shares, accounting for 25.2% of the total issued share capital of the Company[194] - Mr. Liu Yan Chee James holds 57,720,000 shares, which is 14.8% of the Company's issued share capital[193] - Mr. Lam Pang owns 38,220,000 shares, representing 9.8% of the Company's issued share capital[193] Future Outlook and Strategy - The Group aims to be a major IT solution provider for digitalization in Malaysia and is focusing on small and medium enterprises as a new market segment[112] - The Group is promoting digital adoption and transformation by providing modernized solutions to customers[108] - The Group is studying the feasibility of expanding into the Small and Medium Enterprises (SMEs) market by introducing digital solutions, with initial designs and prototypes completed[137] - The Group has been in discussions with potential technology partners in China to launch their services/products in Malaysia, which were delayed due to the COVID-19 pandemic[140] Risks and Challenges - The Group identified risks related to reliance on major customers, which could adversely affect business and financial condition if revenue decreases from these customers[147] - The information technology industry in Malaysia is expected to remain challenging and competitive in the coming years due to the ongoing impact of the COVID-19 pandemic[129] - The COVID-19 pandemic has caused cost overruns and delays in projects, but the Group is managing costs carefully and optimizing resource utilization[152]

Financial Performance - Revenue for the three months ended 31 May 2022 was RM 2,576,000, a decrease of 30.7% compared to RM 3,729,000 for the same period in 2021[11] - Gross profit for the six months ended 31 May 2022 was RM 1,219,000, down 30.4% from RM 1,753,000 in the same period of 2021[11] - Loss before income tax for the three months ended 31 May 2022 was RM 2,309,000, compared to a loss of RM 1,579,000 for the same period in 2021, representing a 46.3% increase in loss[12] - Total comprehensive loss for the six months ended 31 May 2022 was RM 4,545,000, an increase of 68.5% from RM 2,709,000 in the same period of 2021[12] - The loss per share for the six months ended 31 May 2022 was RM 1.17, compared to RM 0.69 for the same period in 2021, indicating a 69.6% increase in loss per share[12] - The company reported a loss before income tax of RM 4,545,000 for the six months ended May 31, 2022, compared to a loss of RM 2,690,000 for the same period in 2021, indicating an increase in losses of approximately 68.7%[19] - For the six months ended 31 May 2022, the loss attributable to owners of the Company was RM4,545,000, an increase from RM2,690,000 in the same period of 2021[81] - The Group recorded a loss of approximately RM4,545,000 for the six months ended 31 May 2022, an increase from approximately RM2,690,000 in 2021[149] Assets and Liabilities - Current assets decreased to RM 17,015,000 as of 31 May 2022 from RM 25,432,000 as of 30 November 2021, a decline of 33.0%[14] - Trade and other receivables dropped significantly to RM 3,703,000 from RM 9,590,000, a decrease of 61.4%[14] - Current liabilities decreased to RM 10,185,000 as of 31 May 2022 from RM 14,527,000, a reduction of 30.0%[14] - Non-current assets decreased to RM 5,292,000 as of 31 May 2022 from RM 5,885,000, a decline of 10.1%[14] - As of May 31, 2022, net current assets decreased to RM 6,830,000 from RM 10,905,000 as of November 30, 2021, representing a decline of approximately 37.0%[15] - Total assets less current liabilities fell to RM 12,122,000 from RM 16,790,000, a decrease of about 27.8%[15] - Total equity decreased to RM 11,240,000 as of May 31, 2022, down from RM 15,785,000, reflecting a decline of about 28.8%[17] - Cash and cash equivalents at the end of the reporting period were RM 12,468,000, down from RM 16,586,000, marking a decrease of approximately 24.5%[21] - Trade receivables from third parties decreased to RM2,664,000 as of May 31, 2022, down from RM8,808,000 as of November 30, 2021, representing a decline of approximately 70.4%[94] - Cash at banks and in hand decreased to RM4,560,000 as of May 31, 2022, compared to RM7,181,000 as of November 30, 2021, a decline of approximately 36.0%[107] - Total bank balances and cash decreased to RM12,468,000 as of May 31, 2022, down from RM15,089,000 as of November 30, 2021, a decrease of about 17.3%[107] - Trade payables from third parties decreased to RM4,044,000 as of May 31, 2022, down from RM8,196,000 as of November 30, 2021, a reduction of approximately 50.7%[111] Revenue Segments - For the six months ended 31 May 2022, the total revenue from reportable segments was RM 7,036,000, with system integration and development services contributing RM 6,015,000, IT outsourcing services RM 765,000, and maintenance and consultancy services RM 256,000[49] - Revenue from external customers for the six months ended 31 May 2022 was RM 7,036,000, an increase of 26.3% compared to RM 5,571,000 for the same period in 2021[56] - The reportable segment results for the six months ended 31 May 2022 totaled RM 1,753,000, compared to RM 1,483,000 for the same period in 2021, reflecting a growth of 18.2%[51] - The company recognized revenue of RM 6,015,000 from system integration and development services for the six months ended 31 May 2022, up from RM 3,695,000 in the previous year, marking a 62.8% increase[61] - IT outsourcing services generated revenue of RM 765,000 for the six months ended 31 May 2022, down 48.7% from RM 1,483,000 in the same period of 2021[61] - Revenue from maintenance and consultancy services decreased by approximately 34.9% to approximately RM256,000 for the six months ended 31 May 2022, mainly due to the completion or scale down of several maintenance projects[136] Expenses and Costs - Administrative expenses increased to RM 5,808,000 for the six months ended 31 May 2022, up 37.0% from RM 4,244,000 in the same period of 2021[11] - The Group's amortization for the six months ended 31 May 2022 was RM 2,368,000, and the addition of intangible assets was RM 2,072,000[49] - Amortization of intangible assets increased to RM 2,368,000 for the six months ended 31 May 2022, compared to RM 1,152,000 in the same period of 2021, representing a 106.3% increase[68] - The company incurred interest expenses of RM 53,000 for the six months ended May 31, 2022, compared to RM 38,000 in the same period of 2021, reflecting an increase of about 39.5%[21] - The finance costs increased by approximately 39.5% to approximately RM53,000 for the six months ended 31 May 2022, compared to RM38,000 in 2021[143] Market and Strategic Focus - The company has been engaged in system integration and development services, IT outsourcing services, and maintenance and consultancy services, indicating a focus on expanding its service offerings[23] - The Group aims to expand its market presence in Malaysia, with a focus on enhancing its IT outsourcing services and system integration capabilities[55] - The Group focuses on enterprise banking and government agencies due to their consistent demand for information communication technology services[177] - The Group aims to be a major IT solution provider for digitalization in Malaysia and capture new growth opportunities through Square Intelligence[179] - The Group plans to expand into the Small and Medium Enterprises (SMEs) market by introducing digital solutions tailored for the retail industry[200] - The first solution aimed at SMEs will facilitate a digital ordering process to enhance productivity while complying with COVID-19 restrictions[200] COVID-19 Impact - The prolonged COVID-19 pandemic has led to customers delaying key information technology purchasing decisions, adversely affecting financial results[170] - The ongoing COVID-19 pandemic has led to temporary office closures and project delays, adversely impacting financial performance[171] - Significant deals that were deferred due to the pandemic are now being discussed and negotiated[175] - The Group is actively adjusting business plans and enhancing products to generate sustainable cash inflow amid the pandemic[199] Regulatory and Compliance - The financial statements were prepared in accordance with International Accounting Standards (IAS) 34 and the applicable disclosure requirements of Chapter 18 of the GEM Listing Rules[30] - The accounting policies applied in the preparation of the Interim Financial Statements are consistent with those used in the 2021 Financial Statements, with no significant effects from the adoption of new/revised IFRSs[35] - The Interim Financial Statements do not include all information required for a full set of financial statements as per International Financial Reporting Standards (IFRSs)[30] - The Group has not early adopted new/revised IFRSs that have been issued but are not yet effective, and no material impact is anticipated from future adoptions[36] Future Plans and Developments - The Group has secured a major system transformation contract with the Central Bank of Malaysia, currently in the requirement gathering stage[182] - The advanced version of the mobile payment application, Blackbutton 2.0, has been completed and is ready for market launch[183] - The Group is evaluating potential acquisitions or development of 4 new major intellectual properties to enhance Square Intelligence and CUSTPRO compatibility[185] - Due diligence on a potential acquisition of a company with the Taraf Bumiputra MOF license was conducted, but results were unsatisfactory, leading to the halt of negotiations[192] - The next Malaysian general election is expected in Q4 2022, causing the Group to temporarily pause acquisition plans and monitor new government policies[192][194] - The Malaysian IT industry is anticipated to remain challenging and competitive in the coming years due to the economic impact of the COVID-19 pandemic[193][194]

Financial Performance - Revenue for the three months ended 28 February 2022 was RM 4,460,000, representing a 142.5% increase compared to RM 1,842,000 for the same period in 2021[10] - Gross profit for the period was RM 571,000, a decrease of 13.1% from RM 657,000 in the previous year[10] - Loss before income tax for the period was RM 2,236,000, compared to a loss of RM 1,111,000 in the same period last year, indicating an increase in loss of 100.1%[10] - Total comprehensive loss for the period was RM 2,236,000, which is double the loss of RM 1,111,000 reported in the previous year[11] - Basic and diluted loss per share for the period was RM 0.57, compared to RM 0.28 for the same period in 2021, reflecting an increase of 103.6%[11] - Administrative expenses increased to RM 2,789,000, up 56.5% from RM 1,783,000 in the previous year[10] - The company reported other income of RM 6,000, down 81.8% from RM 33,000 in the previous year[10] - The accumulated losses increased to RM 21,862,000 as of 28 February 2022, compared to RM 19,626,000 at the end of the previous reporting period[13] Revenue Breakdown - For the three months ended February 28, 2022, the total revenue from reportable segments was RM 4,460,000, with system integration and development services contributing RM 3,952,000[36] - Revenue from system integration and development services was RM 3,952,000, a significant increase from RM 941,000 in the previous year, representing a growth of 320%[43] - IT outsourcing services revenue decreased to RM 363,000, down 48% from RM 702,000 in the same period of 2021[43] - Maintenance and consultancy services revenue decreased to RM 145,000, down 27% from RM 199,000 in the same period of 2021[43] Operating Expenses - The group incurred amortization expenses of RM 1,137,000 during the first quarter of 2022[37] - Amortization of intangible assets increased to RM 1,137,000, up from RM 496,000 in the same period of 2021[52] - Finance costs increased to RM 24,000, up from RM 18,000 in the same period of 2021[49] - Administrative expenses increased by approximately 56.4% to approximately RM2.8 million for the three months ended 28 February 2022, up from approximately RM1.8 million in 2021[89] Corporate Governance - The company has complied with the Corporate Governance Code, except for the separation of roles between the chairman and CEO[159] - The Board believes that the current arrangement of having the same individual as both chairman and CEO is in the best interest of the company and shareholders[163] - The Board confirmed no material change in the business as set out in the Prospectus, indicating stability in operations[154] Market and Strategic Focus - The Group aims to be a major IT solution provider for digitalization in Malaysia and has recruited 12 additional IT specialists since the listing[110] - The Group plans to capture new growth opportunities through its successful product, Square Intelligence, and target the Small and Medium Enterprises market segment[109] - The Group will continue to focus on providing pay-per-use or leasing commercial models to ease customers' financial burdens and secure long-term contracts[104] - The Group is monitoring the COVID-19 pandemic's development to ensure employee safety and stable operations, adjusting measures as necessary[106] - Significant deals that were deferred are now being discussed and negotiated, indicating a potential recovery in the market[105] Shareholder Information - Directors and chief executives held a total of 196,560,000 shares, representing approximately 50.4% of the Company's issued share capital[181] - Mr. Chong Yee Ping and Mr. Siah Jiin Shyang are deemed to be interested in 196,560,000 shares held by their respective controlled corporations[183] - Mr. Liu Yan Chee James held 57,720,000 shares, representing 14.8% of the Company's issued share capital[181] - Mr. Lam Pang held 38,220,000 shares, representing 9.8% of the Company's issued share capital[181] Future Plans and Investments - Approximately RM18.3 million (60% of net proceeds) is allocated for purchasing hardware and equipment to establish IT infrastructure for cloud services[145] - The Group plans to develop a digital ordering process for SMEs, with a blueprint expected to be completed by Q2 2022[134] - The Group intends to introduce cashless payment features to enhance operational efficiency for SMEs[136] - The Group is exploring partnerships with technology firms in China to diversify service offerings in Malaysia[135] Compliance and Regulations - The Group did not recommend the payment of an interim dividend for the three months ended 28 February 2022, consistent with the previous year[70] - The Group has not early adopted any new/revised IFRSs that are not yet effective, and no material impact is anticipated from future adoptions[24] - The Group's place of domicile is Malaysia, where central management and control is located[33]

Operations and Business Environment - The Group's operations are primarily located in Malaysia, providing system integration and IT-related services since 2006[19]. - The COVID-19 pandemic created a challenging economic environment, impacting project negotiations and delaying existing projects[20]. - The implementation of nationwide Movement Control Order (MCO) in Malaysia adversely affected business operations[20]. - The ongoing COVID-19 pandemic has significantly impacted operations, leading to project delays and a slowdown in customer purchasing decisions[70][71]. - The Group is actively pursuing new projects and investments to enhance its business performance and maintain operational stability amid ongoing challenges[23][25]. Financial Performance - For the year ended November 30, 2021, the Group recorded a total revenue increase of approximately 71.6% to approximately RM17.2 million, up from RM10.0 million in 2020[31]. - Revenue from system integration and development services increased by approximately 67.2% to approximately RM13.5 million for the year ended November 30, 2021, compared to RM8.1 million in 2020[33]. - Revenue from IT outsourcing services surged approximately 163.9% to approximately RM2.9 million for the year ended November 30, 2021, up from RM1.1 million in 2020[38]. - The Group's gross profit increased from approximately RM1.5 million in 2020 to approximately RM2.7 million in 2021, with a gross profit margin rising from approximately 14.9% to approximately 15.7%[44][45]. - Administrative expenses decreased by approximately 7.3% to approximately RM9.1 million for the year ended November 30, 2021, down from RM9.8 million in 2020[46]. - Finance costs decreased by approximately 13.3% to approximately RM72,000 for the year ended November 30, 2021, compared to RM83,000 in 2020[47]. - The Group recorded a loss of approximately RM6.3 million for the year ended November 30, 2021, an improvement from a loss of approximately RM11.2 million in 2020[49]. Strategic Initiatives - The Group aims to strengthen its core business by seeking appropriate investment opportunities[20]. - The Group plans to leverage business networks of Pre-IPO Investors to introduce IT products from the PRC into Malaysia and diversify service offerings[25][27]. - The Group aims to be a major IT solution provider for digitalization in Malaysia and to capture new growth opportunities through its successful product, Square Intelligence[25][27]. - The Group is focused on capturing new growth opportunities in the Small and Medium Enterprises segment as part of its future business strategy[80]. - The Group is actively participating in digital transformation tenders initiated by the Malaysian Government and government-linked companies[81]. Product Development and Innovation - The Group's product, Square Intelligence, has been successful since its introduction, with ongoing development of advanced features incorporating machine learning capabilities for data extraction from unstructured sources[94]. - The advanced version of Square Intelligence, which includes machine learning capabilities to extract data from unstructured sources, has been completed and launched during the year[96][97]. - The Group has developed the advanced version of its mobile payment application, Blackbutton 2.0, which is ready for market launch[85]. - The Group is exploring the feasibility of entering the Small and Medium Enterprises (SMEs) market by developing digital solutions, with a blueprint expected to be completed by Q2 2022[99][101]. - The first solution to be developed will enable businesses to operate a digital ordering process, with plans to incorporate a cashless payment feature[133]. Risk Management - The Group has identified principal risk factors, including dependency on major customers and project-based contracts, which may affect future revenue streams[109][110]. - The Group continues to enhance its product and service offerings and implement marketing activities to secure new contracts and attract potential customers[111]. - The Group's collection progress on overdue trade receivables has been consistent despite pandemic-related challenges[115][116]. Human Resources and Employee Welfare - The Group is committed to enhancing employee knowledge and service quality through training programs[139]. - The Group participates in a mandatory provident fund scheme in Hong Kong, contributing 5% of employees' relevant income, capped at HK$30,000 per month[143]. - The Group contributed approximately RM629,000 to the retirement benefit schemes for the year ended 30 November 2021, compared to RM602,000 in 2020, reflecting an increase of about 4.5%[145]. - The Group is required to contribute a certain percentage (6%-13%) of payroll costs to the Employees Provident Fund (EPF) in Malaysia, fulfilling statutory requirements[144]. - The Group's only obligation regarding the retirement benefit scheme is to make the specified contributions, with no forfeited contributions available to reduce existing levels[145]. Management and Governance - Mr. Chong, the founder and CEO, has been instrumental in developing the Group's self-developed IT products, NS3 and CUSTPRO[149]. - Mr. Liu has over 25 years of experience in finance and accounting, currently serving as an executive director and CEO of Asia Resources Holdings Limited since April 2017[155]. - Mr. Siah, a non-executive director, has experience in business intelligence and data warehousing, having founded CSS MSC Sdn. Bhd. in 2005[162]. - Mr. Chan is the chairman of the remuneration committee and a member of the audit committee and nomination committee[174]. - Mr. Su is the chairman of the nomination committee and a member of the remuneration committee and audit committee[179].