彭顺国际(06163) - 2025 - 中期财报

Company Information Board of Directors and Committees 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] - Independent Non-Executive Directors include Mr. Huan Yean San, Mr. Lim Yew Chong, and Ms. Kwok Yuen Lam[4] - 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] Company Contact and Registration Information 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] - Principal bankers include CIMB Bank Berhad and Export-Import Bank of Malaysia Berhad[4][5] - The Company's shares are listed on The Stock Exchange of Hong Kong Limited, stock code 6163.HK[7] Management Discussion and Analysis Business Review 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][10] - 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] - 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] 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] 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] - Car rental income of approximately USD 0.12 million was recorded during the reporting period (2024: nil)[18] 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] - 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] - 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][22] Operating Results and Financial Review 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] 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] - Selling and distribution expenses were approximately USD 0.34 million, similar to the same period in 2024[28] - 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] - 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] Liquidity, Financial Resources, and Capital Structure 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] - 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] - 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] - 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] - 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] - Capital expenditure was approximately USD 0.10 million (2024: USD 17 thousand), primarily for the acquisition of property, plant, and equipment[37] - There were no significant investments, major acquisitions or disposals, or specific future plans for capital assets during the reporting period[38][41][42] - The Group is exposed to foreign exchange rate fluctuation risks, currently without a hedging policy, but management closely monitors these risks[43] 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] - The Board does not recommend paying an interim dividend for the reporting period[48] - As of April 30, 2025, the Group had a total of 243 full-time employees (October 31, 2024: 256 employees)[49] Events After Reporting Period 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] Corporate Governance and Other Information Purchase, Sale or Redemption of the Company's Listed Securities 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] - As of April 30, 2025, the Company did not hold any treasury shares[51] Standard Code for Securities Transactions by Directors 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] - All Directors confirmed that they have complied with the required standards set out in the Standard Code during the reporting period[52] Compliance with Corporate Governance Code 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] - 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][55] Directors' and Chief Executives' Interests and Short Positions in Shares, Underlying Shares, and Debentures of the Company and its Associated Corporations 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][60] - Several directors' beneficial interests include share options exercisable by them[60] Major Shareholders' Interests and Short Positions in Shares and Underlying Shares 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] - 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] - Mr. To Tsz Man, as trustee for the bankrupt Ms. Kan Suk Ping, holds 25,000,000 shares converted from convertible bonds[62] Directors' Interests in Competing Businesses 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] Share Option Scheme 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] - 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] - 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][162] - 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][77] 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][157] - 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] Changes in Senior Management and Board Composition 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] - Ms. Kwok Yuen Lam, an independent non-executive director, has been appointed as a member of the Nomination Committee[87] Audit Committee 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] - The primary functions of the Audit Committee include reviewing and overseeing the Group's financial reporting process, risk management, and internal control systems[88] - 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] Publication of Interim Report 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 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] - 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] Condensed Consolidated Statement of Financial Position 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] - 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] - 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] Condensed Consolidated Statement of Changes in Equity 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] - 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] - 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] Condensed Consolidated Statement of Cash Flows 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] - 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] - 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] - 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] Notes to the Condensed Consolidated Financial Statements General Information 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] - The Company's principal activity is investment holding, with the Group's principal activities detailed in Note 3[100] Basis of Preparation and Principal Accounting Policies 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] - 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] - 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] Revenue and Segment Reporting 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] 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) 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] - 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] Profit Before Income Tax 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] 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] - 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] 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] Income Tax 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] - 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] - Singaporean subsidiaries are subject to a tax rate of 17%, and Malaysian subsidiaries are subject to a tax rate of 24%[126] Earnings Per Share 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][131] - 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] Changes in Property, Plant and Equipment and Right-of-Use Assets 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] - 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] - The Group entered into new lease arrangements for the purchase of motor vehicles amounting to approximately USD 74 thousand (2024: nil)[133] Trade and Other Receivables, Deposits and Prepayments 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] Pledged Bank Deposits 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] Trade and Other Payables 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] Bank Borrowings and Overdrafts 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] - The Group obtained new bank borrowings of approximately USD 4.86 million[146] - Bank borrowings are secured by freehold land and buildings, bank deposits, listed securities, and personal guarantees from Directors[147] Convertible Bonds 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] - The maturity date of the convertible bonds was extended to the third anniversary of their issuance[149] - 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] 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 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] - The share capital increased by USD 32 thousand, primarily due to the conversion of convertible bonds into 25,000,000 shares[154] Share Option Scheme 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] - 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] - 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] - 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] Fair Value of Financial Instruments 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] - The fair value of listed equity securities is based on market quotations and classified as Level 1 valuation[164][166] - The embedded derivative component of convertible bonds is classified as Level 3 valuation[163][165] - 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] Capital Commitments 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] - 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][168] Related Party Transactions 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] 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] - 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][173] 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 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] - 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]