Financial Performance - Science Group reported a record Adjusted Operating Profit (AOP), demonstrating resilience in a volatile market[5] - Group revenue increased to £57.2 million (H1-24: £53.7 million)[9, 16], while Adjusted Operating Profit reached £11.3 million (H1-24: £11.0 million)[9, 16] - Profit Before Tax significantly increased to £32.2 million (H1-24: £7.6 million)[7] and Statutory EPS increased to 55.3p (H1-24: 12.9p)[8] Investment in Ricardo plc - The investment in Ricardo plc generated a pre-tax investment gain of £24.0 million[9, 37] with a 74.2% Return on Investment[37] - The total investment in Ricardo was £32.4 million, realized for £58.0 million[37] - Tax liability on the Ricardo investment is estimated at £5.1 million[9, 37] Segment Performance - Professional Services revenue was £33.2 million (H1-24: £36.5 million) with an AOP of £7.9 million (H1-24: £8.8 million)[16, 22, 23] - Systems Division revenue increased to £23.7 million (H1-24: £16.8 million)[16] Cash Flow and Balance Sheet - Group cash increased to £82.0 million (H1-24: £38.8 million) and net funds to £70.3 million (H1-24: £26.4 million)[9, 21] - Cash generated from operations was £22.7 million (H1-24: £10.7 million)[21]

PART I [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section outlines significant investment risks, covering business and industry factors, and securities-related issues like stock price volatility and foreign private issuer implications - On May 1, 2025, the company acquired a 100% stake in **INNEOVA Engineering Pte. Ltd.** from its controlling shareholder, followed by a name change to **INNEOVA Holdings Limited** and a new Nasdaq ticker **INEO** effective April 28, 2025[19](index=19&type=chunk)[20](index=20&type=chunk) - The company completed its initial public offering (**IPO**) on October 22, 2024, raising approximately **$4.9 million** in net proceeds by offering **875,000 Ordinary Shares** at **$8.00 per share**[20](index=20&type=chunk) [Risk Factors](index=6&type=section&id=D.%20RISK%20FACTORS) This subsection details various risks materially affecting the company's business and securities, including supplier dependency, competition, and stock price volatility - The company's business is **highly dependent** on its ability to source quality merchandise at competitive prices, and is exposed to **supply chain disruptions**, **tariffs**, and **raw material shortages**[25](index=25&type=chunk)[26](index=26&type=chunk) - The business relies heavily on **key executives**, including **CEO Jimmy Neo**, **Deputy CEO Edward Neo**, and **COO CK Neo**, whose loss could adversely affect operations[29](index=29&type=chunk) - Sales from the top five customers constituted **24.1% of revenue in FY2024**, up from **22.7% in FY2023**, indicating **significant customer concentration risk**[36](index=36&type=chunk) - As of December 31, 2024, the company had approximately **$19.9 million** in aggregate principal amount of **indebtedness**, which could **constrain financial flexibility** and use of cash flow[47](index=47&type=chunk) - As a **Cayman Islands company**, it is permitted to follow home country corporate governance practices that may **differ from Nasdaq standards**, potentially offering **less protection to shareholders**[75](index=75&type=chunk) - Controlling shareholders collectively own **80.1% of outstanding shares**, giving them **substantial influence** over corporate transactions and outcomes, which may not always align with the interests of other shareholders[73](index=73&type=chunk)[74](index=74&type=chunk) [Information on the Company](index=18&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides an overview of the company's structure, operations, and strategies, focusing on its On-Highway and Off-Highway segments FY2024 & FY2023 Revenue Breakdown by Business Segment (in $'000) | Business Segment | FY2024 Revenue ($'000) | FY2024 % of Total | FY2023 Revenue ($'000) | FY2023 % of Total | | :--- | :--- | :--- | :--- | :--- | | On-Highway | 25,750 | 44.1% | 26,830 | 45.1% | | Off-Highway | 32,500 | 55.7% | 32,620 | 54.8% | | Services | 90 | 0.2% | 70 | 0.1% | | **Total** | **58,330** | **100.0%** | **59,520** | **100.0%** | - The company operates through several subsidiaries, including **INNEOVA Industrial** for the **Off-Highway business** and **INNEOVA Automotive** for the **On-Highway business**, which includes the **'Autozone' retail outlets** in Singapore[98](index=98&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk) - Business strategies focus on **market penetration in Asia Pacific**, **expanding product lines** (e.g., green solutions like air and water filtration), enhancing digital capabilities with an **e-commerce platform**, and developing a **new warranty and after-sales service business**[135](index=135&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) FY2024 & FY2023 Revenue by Geography (in $'000) | Geography | FY2024 Revenue ($'000) | FY2024 % of Total | FY2023 Revenue ($'000) | FY2023 % of Total | | :--- | :--- | :--- | :--- | :--- | | Domestic (Singapore) | 21,800 | 37.4% | 25,900 | 43.5% | | Export | 36,500 | 62.6% | 33,600 | 56.5% | - As of December 31, 2024, the company employed **139 people**, with **126 in Singapore** and **13 in Malaysia**, and employees are not covered by collective bargaining agreements[159](index=159&type=chunk) [Operating and Financial Review and Prospects](index=31&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's financial performance, highlighting a slight revenue decrease and significant net income decline in FY2024 due to increased expenses Financial Performance Summary (FY2022-2024) | Metric ($'000) | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Total Revenue** | 58,333 | 59,521 | 51,445 | | **Gross Profit** | 10,925 | 10,910 | 9,280 | | **Profit from Operations** | 784 | 2,528 | 1,610 | | **Net Income** | 8 | 1,629 | 1,527 | - Total revenue **decreased by $1.2 million (2.0%)** in FY2024, mainly due to a **$4.1 million decrease in Singapore demand**, partially offset by growth in other export markets[188](index=188&type=chunk) - Administrative expenses **increased by $1.6 million (22.2%)** in FY2024, primarily due to **higher staff costs** and a **$0.8 million rise in miscellaneous expenses**[209](index=209&type=chunk)[213](index=213&type=chunk) - Net income **plummeted to $8,000 in FY2024 from $1.6 million in FY2023**, a result of stable gross profit being offset by **higher operating expenses and interest expenses**[218](index=218&type=chunk)[466](index=466&type=chunk) Cash Flow Summary (FY2023-2024, in $'000) | Cash Flow Activity | 2024 | 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | 2,667 | 3,965 | | Net cash used in investing activities | (774) | (455) | | Net cash used in financing activities | (568) | (3,898) | | **Net change in cash** | **1,057** | **(300)** | Bank Indebtedness as of Dec 31, 2024 | Type | Amount ($'000) | | :--- | :--- | | Term loans | 3,019 | | Trust receipts | 16,172 | | Revolving loan | 664 | | **Total** | **19,855** | [Directors, Officers and Senior Management](index=57&type=section&id=Item%206.%20Directors%2C%20Officers%20and%20Senior%20Management) This section introduces the company's leadership team, detailing their backgrounds, roles, Board committee structures, and compensation - The executive leadership team includes **Jimmy Neo (CEO)**, **Edward Neo (Deputy CEO)**, **CK Neo (COO)**, and **Li Hoon Lee (CFO)**, who possess **extensive experience** in the automotive and industrial parts industry[313](index=313&type=chunk)[315](index=315&type=chunk)[317](index=317&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk) - The Board has **three independent directors**: **Yee Yen Han**, **Chin Chye Koh**, and **Gang Wong**, who chair the **Audit, Nomination, and Compensation committees**, respectively[320](index=320&type=chunk)[322](index=322&type=chunk)[325](index=325&type=chunk) Executive Compensation Summary for FY2024 (in S$) | Name and Principal Position | Salary/Fees | Bonus | Other Compensation | | :--- | :--- | :--- | :--- | | Jimmy Neo, CEO | 180,000 | 15,000 | 21,167 | | Edward Neo, Deputy CEO | 165,000 | 13,750 | 22,466 | | CK Neo, COO | 144,000 | 12,000 | 25,900 | | Ivy Lee, CFO | 132,000 | 24,200 | 25,340 | - As a **foreign private issuer**, the company follows **Cayman Islands corporate governance practices**, which **exempt it from certain Nasdaq requirements**, such as having a majority-independent board and certain committee composition rules[338](index=338&type=chunk)[342](index=342&type=chunk) [Major Shareholders and Related Party Transactions](index=64&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details the company's ownership structure, highlighting controlling shareholders' **80.1%** stake, and outlines significant related party transactions - The company's **controlling shareholders** (CE Neo, Jimmy Neo, Edward Neo, and CK Neo) beneficially own **80.1% of the issued and outstanding Ordinary Shares** through their 25% respective interests in **Soon Aik Global Pte Ltd**[353](index=353&type=chunk) - The company has **significant related party transactions**, including sales to and purchases from entities controlled by the **Neo family**, such as INNEOVA Engineering, Spare-Parts Zone (Australia), and PT Heavy Machindo Diesel[358](index=358&type=chunk)[360](index=360&type=chunk) Key Related Party Transactions for FY2024 ($'000) | Nature of Transaction | Related Party | Amount | | :--- | :--- | :--- | | Sale of products | INNEOVA Engineering Pte Ltd | 1,181 | | Sale of products | PT Heavy Machindo Diesel | 644 | | Purchases | PT Heavy Machindo Diesel | 1,334 | | Purchases | INNEOVA Engineering Pte Ltd | 724 | | Expenses (Logistics) | EU Group Pte Ltd | 549 | [The Offer and Listing](index=67&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section details the company's initial public offering (IPO) and its Nasdaq listing, including the ticker symbol change to **INEO** - The company completed its **IPO** of **875,000 Ordinary Shares** at **$8.00 per share** on **October 22, 2024**, with net proceeds of approximately **$4.9 million**[364](index=364&type=chunk) - The company's shares began trading on the **Nasdaq Capital Market** on **October 23, 2024**, with the ticker symbol changing from **"SAG" to "INEO"** on **April 28, 2025**[364](index=364&type=chunk) [Additional Information](index=68&type=section&id=Item%2010.%20Additional%20Information) This section outlines the company's corporate structure and governance as a Cayman Islands exempted company, detailing shareholder rights and tax considerations - The company is a **Cayman Islands exempted company**, which provides certain benefits such as **no corporate, income, or capital gains taxes** and a **20-year undertaking against future taxation**[398](index=398&type=chunk)[408](index=408&type=chunk)[409](index=409&type=chunk) - Shareholder voting requires a **simple majority for ordinary resolutions** and a **two-thirds majority for special resolutions** (e.g., changing the company name or articles)[378](index=378&type=chunk) - The company does **not expect to be a Passive Foreign Investment Company (PFIC)** for the current taxable year, but the determination is fact-intensive and made annually, so **no assurance can be given**[419](index=419&type=chunk)[420](index=420&type=chunk) - The company has **not declared or paid dividends for the fiscal year ended December 31, 2024**, with future dividends at the discretion of the board and dependent on various factors[401](index=401&type=chunk)[402](index=402&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=77&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section discusses the company's exposure to various market risks, including interest rate, credit, liquidity, and foreign exchange risks - The company is exposed to **interest rate risk** on its **short-term bank loans**, as rates are subject to change upon renewal[309](index=309&type=chunk) - **Credit risk** is managed through credit approvals and monitoring, with a concentration of credit risk noted as **one customer accounted for 21.7% of total accounts receivable** as of December 31, 2024[310](index=310&type=chunk)[583](index=583&type=chunk) - **Significant foreign exchange risk** exists as most revenues and costs are in **Singapore Dollars (S$) and Japanese Yen (JPY)**, while the reporting currency is the **U.S. Dollar (US$)**, and the company **does not currently use hedging instruments**[312](index=312&type=chunk) PART II [Controls and Procedures](index=78&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section addresses the company's disclosure controls and internal control over financial reporting, which management concluded were effective as of December 31, 2024 - Management concluded that the company's disclosure controls and procedures were **effective as of December 31, 2024**[439](index=439&type=chunk) - In its assessment of internal control over financial reporting, management determined there were **no control deficiencies that constituted material weaknesses as of December 31, 2024**[442](index=442&type=chunk) - The company is an **"emerging growth company"** and is **exempt from the auditor attestation requirement** on internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act[440](index=440&type=chunk) [Corporate Governance and Other Disclosures](index=79&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Disclosures) This section covers corporate governance and compliance, including audit committee expertise, code of ethics, accountant fees, and insider trading and cybersecurity policies - The Board has designated **Mr. Han Yee Yan** as the **"audit committee financial expert"**[444](index=444&type=chunk) Principal Accountant Fees ('000) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit Fees | 103 | 98 | | Audit Related Fees | - | - | | Tax Fees | - | - | | All Other Fees | - | - | | **Total** | **103** | **98** | - The company has adopted a **Cybersecurity Policy**, with the **Audit Committee responsible for oversight**, and **No material cybersecurity breaches** occurred during the year ended December 31, 2024[452](index=452&type=chunk)[453](index=453&type=chunk)[454](index=454&type=chunk) - The company has adopted an **Insider Trading Policy** to ensure compliance with applicable laws and regulations[451](index=451&type=chunk) PART III [Financial Statements](index=81&type=section&id=Item%2018.%20Financial%20Statements) This section contains the company's audited consolidated financial statements for FY2022-2024, prepared under U.S. GAAP, including balance sheets, income statements, and cash flows Consolidated Balance Sheet Highlights (As of Dec 31, in $'000) | Account | 2024 | 2023 | | :--- | :--- | :--- | | **Total Assets** | **39,592** | **39,056** | | Total Current Assets | 36,781 | 37,598 | | Inventories | 18,103 | 18,959 | | Accounts receivable, net | 14,277 | 14,550 | | **Total Liabilities** | **30,717** | **36,005** | | Bank borrowings | 19,855 | 16,777 | | **Total Shareholders' Equity** | **8,875** | **3,051** | Consolidated Statements of Operations Highlights (Year Ended Dec 31, in $'000) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenues, net | 58,333 | 59,521 | 51,445 | | Gross profit | 10,925 | 10,910 | 9,280 | | General and administrative | (8,509) | (6,959) | (5,978) | | **Net Income** | **8** | **1,629** | **1,527** | [Notes to Consolidated Financial Statements](index=89&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information supplementing the financial statements, covering accounting policies, revenue disaggregation, and subsequent events - The company's two reportable business segments are **On-Highway business** and **Off-Highway business**[530](index=530&type=chunk) - The allowance for current expected credit losses on accounts receivable **increased from $0.8 million in 2023 to $1.67 million in 2024**[531](index=531&type=chunk)[532](index=532&type=chunk) - Total bank borrowings **increased to $19.86 million as of Dec 31, 2024, from $16.78 million in 2023**, and these borrowings are **guaranteed by controlling shareholders and related entities**[543](index=543&type=chunk)[544](index=544&type=chunk) - Subsequent to the fiscal year end, on **May 1, 2025**, the company **acquired 100% of INNEOVA Engineering Pte. Ltd.** from its controlling shareholder for consideration of **6,295,624 ordinary shares**[594](index=594&type=chunk) - For FY2024, **one vendor (Vendor A) accounted for 25.4% of the company's total purchases**[577](index=577&type=chunk)

Core Insights - The company has rebranded from SAG Holdings Limited to INNEOVA Holdings Limited, effective April 28, 2025, to reflect its focus on engineering excellence and innovative solutions [1][2] - The rebranding was approved by shareholders on March 31, 2025, and the new trading symbol on Nasdaq will be INEO [1] - INNEOVA Holdings is a Singapore-based provider of high-quality OEM and aftermarket replacement parts for motor vehicles and non-vehicle combustion engines [1][2] Company Overview - INNEOVA Holdings specializes in distributing high-quality spare parts across various industries, including both on-highway and off-highway divisions [2][3] - The On-Highway Division offers a wide range of genuine OEM and aftermarket parts for passenger vehicles, trucks, and buses, including parts from manufacturers' brands and in-house brands [3] - The Off-Highway Division caters to industries such as construction, marine, power generation, mining, and transportation, focusing on specialized spare parts like filtration systems, lubricants, batteries, and internal combustion engine components [3] Commitment to Quality - The company emphasizes its commitment to quality, ensuring customers experience maximum uptime, enhanced performance, and reduced total cost of ownership throughout the lifecycle of their machines [4]