Company Information This section provides essential corporate details, including board members, committees, key personnel, registered offices, and financial advisors Board of Directors This section lists the company's Board of Directors, including executive directors Mr. Li Thet (Chairman) and Ms. Wong Yuet Lin (Chief Executive Officer), and three independent non-executive directors - The Board of Directors is chaired by Mr. Li Thet, with Ms. Wong Yuet Lin serving as Chief Executive Officer3 Audit Committee The Audit Committee is chaired by Ms. Leung Tsz Ying, with Mr. Wong Po Keung and Mr. Lau Chun Ho as members - The Audit Committee is chaired by Ms. Leung Tsz Ying3 Remuneration Committee The Remuneration Committee is chaired by Mr. Wong Po Keung, with Mr. Li Thet, Mr. Lau Chun Ho, and Ms. Leung Tsz Ying as members - The Remuneration Committee is chaired by Mr. Wong Po Keung3 Nomination Committee The Nomination Committee is chaired by Mr. Li Thet, with Mr. Wong Po Keung, Mr. Lau Chun Ho, and Ms. Leung Tsz Ying as members - The Nomination Committee is chaired by Mr. Li Thet3 Company Secretary Mr. Yip Kit Chau serves as the Company Secretary - The Company Secretary is Mr. Yip Kit Chau3 Authorized Representatives Mr. Li Thet and Mr. Yip Kit Chau are the company's authorized representatives - The authorized representatives are Mr. Li Thet and Mr. Yip Kit Chau3 Auditor The company's auditor is PricewaterhouseCoopers - The company's auditor is PricewaterhouseCoopers3 Registered Office The company's registered office is located at Cricket Square, Cayman Islands - The company's registered office is located at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands3 Principal Place of Business in Hong Kong The company's principal place of business in Hong Kong is Unit 813, 8th Floor, 68 Kimberley Road, Tsim Sha Tsui, Kowloon - The company's principal place of business in Hong Kong is Unit 813, 8th Floor, 68 Kimberley Road, Tsim Sha Tsui, Kowloon, Hong Kong3 Principal Share Registrar and Transfer Office in Cayman Islands The principal share registrar and transfer office in the Cayman Islands is Conyers Trust Company (Cayman) Limited - The principal share registrar and transfer office in the Cayman Islands is Conyers Trust Company (Cayman) Limited3 Hong Kong Share Registrar and Transfer Office The Hong Kong share registrar and transfer office is Tricor Investor Services Limited - The Hong Kong share registrar and transfer office is Tricor Investor Services Limited4 Legal Advisers The legal advisers as to Hong Kong law are Linklaters - The legal advisers as to Hong Kong law are Linklaters4 Principal Bankers The company's principal bankers include DBS Bank Ltd. and Bank of Communications Co., Ltd. Hong Kong Branch - Principal bankers include DBS Bank Ltd. and Bank of Communications Co., Ltd. Hong Kong Branch4 Company Website The company's website is www.fsmtech.com, but information on the website does not form part of this interim report - The company's website is **www.fsmtech.com**[4](index=4&type=chunk) Stock Code The company's stock code is 1721 - The company's stock code is 17214 Condensed Consolidated Statement of Profit or Loss During the reporting period, the company's revenue increased by 13.3% year-on-year to 7,981 Thousand SGD, and gross profit rose to 3,604 Thousand SGD, with gross margin improving to 45.2%; however, due to net exchange losses and increased mobile game R&D expenses, loss attributable to owners expanded to 3,973 Thousand SGD 2025 First Half Condensed Consolidated Statement of Profit or Loss Key Data (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Revenue | 7,981 | 7,043 | +13.3% | | Cost of sales | (4,377) | (4,228) | +3.5% | | Gross profit | 3,604 | 2,815 | +28.0% | | Other income | 50 | 13 | +284.6% | | Other (losses)/gains, net | (2,868) | 1,181 | -343.0% | | Selling and distribution expenses | (388) | (229) | +69.4% | | Administrative expenses | (2,271) | (2,575) | -11.8% | | Mobile game R&D expenses | (1,547) | (1,432) | +8.0% | | Operating loss | (3,420) | (227) | +1406.6% | | Finance (costs)/income, net | (169) | 110 | -253.6% | | Loss before income tax | (3,589) | (117) | +2976.1% | | Income tax expense | (384) | (296) | +29.7% | | Loss for the period attributable to owners of the Company | (3,973) | (413) | +862.0% | | Basic and diluted loss per share (Singapore cents) | (0.3973) | (0.0413) | +862.0% | - Gross margin improved from 40.0% in the same period of 2024 to 45.2% in 202563 - Net exchange (losses)/gains shifted from a gain of 1,181 Thousand SGD in 2024 to a loss of 2,870 Thousand SGD in 2025, significantly contributing to the expanded loss3164 Condensed Consolidated Statement of Comprehensive Income For the six months ended 30 June 2025, the company reported a total comprehensive loss of 2,291 Thousand SGD, an increase from 900 Thousand SGD in the prior year, primarily due to increased loss for the period, partially offset by other comprehensive income from currency translation differences 2025 First Half Condensed Consolidated Statement of Comprehensive Income Key Data (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Loss for the period | (3,973) | (413) | | Currency translation differences | 1,682 | (487) | | Other comprehensive income/(loss) for the period, net of tax | 1,682 | (487) | | Total comprehensive loss for the period attributable to owners of the Company | (2,291) | (900) | - Currency translation differences shifted from a loss of 487 Thousand SGD in the same period of 2024 to a gain of 1,682 Thousand SGD in 2025, positively impacting comprehensive income6 Condensed Consolidated Statement of Financial Position As of 30 June 2025, the company's total assets were 48,216 Thousand SGD, a decrease from 31 December 2024, with total equity at 27,870 Thousand SGD and total liabilities at 20,346 Thousand SGD, where non-current liabilities represent a larger proportion 30 June 2025 Condensed Consolidated Statement of Financial Position Key Data (Thousand SGD) | Indicator | 30 June 2025 | 31 December 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Assets | | | | | Non-current assets | 10,083 | 10,600 | -4.9% | | Current assets | 38,133 | 41,294 | -7.6% | | Total assets | 48,216 | 51,894 | -7.1% | | Equity | | | | | Total equity | 27,870 | 30,161 | -7.5% | | Liabilities | | | | | Non-current liabilities | 15,168 | 16,004 | -5.2% | | Current liabilities | 5,178 | 5,729 | -9.6% | | Total liabilities | 20,346 | 21,733 | -6.5% | | Total equity and liabilities | 48,216 | 51,894 | -7.1% | - Cash and cash equivalents decreased from 36,225 Thousand SGD to 32,773 Thousand SGD, reflecting cash outflows7 - Accumulated losses shifted from a retained profit of 3,624 Thousand SGD as of 31 December 2024 to a loss of 358 Thousand SGD as of 30 June 20257 Condensed Consolidated Statement of Changes in Equity As of 30 June 2025, the company's total equity decreased from 30,161 Thousand SGD at the beginning of the year to 27,870 Thousand SGD, primarily due to a loss for the period of 3,973 Thousand SGD, partially offset by a 1,682 Thousand SGD increase in reserves from currency translation differences 2025 First Half Condensed Consolidated Statement of Changes in Equity Key Data (Thousand SGD) | Indicator | Balance at 1 January 2025 | Loss for the period | Currency translation differences | Balance at 30 June 2025 | | :--- | :--- | :--- | :--- | :--- | | Share capital | 1,695 | – | – | 1,695 | | Reserves | 24,842 | – | 1,682 | 26,533 | | (Accumulated losses)/Retained earnings | 3,624 | (3,973) | – | (358) | | Total equity | 30,161 | (3,973) | 1,682 | 27,870 | - In the first half of 2025, reserves increased by 1,682 Thousand SGD due to currency translation differences, compared to a decrease of 487 Thousand SGD in the same period of 20248 Condensed Consolidated Statement of Cash Flows For the six months ended 30 June 2025, net cash used in operating activities was 3,315 Thousand SGD, net cash generated from investing activities was 214 Thousand SGD, and net cash used in financing activities was 296 Thousand SGD, resulting in a net decrease of 3,397 Thousand SGD in cash and cash equivalents 2025 First Half Condensed Consolidated Statement of Cash Flows Key Data (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | (3,315) | (304) | | Net cash generated from investing activities | 214 | 369 | | Net cash used in financing activities | (296) | (310) | | Net decrease in cash and cash equivalents | (3,397) | (245) | | Cash and cash equivalents at 1 January | 36,225 | 38,936 | | Effect of exchange rate changes | (55) | 19 | | Cash and cash equivalents at 30 June | 32,773 | 38,710 | - Net cash used in operating activities significantly increased from 304 Thousand SGD in the same period of 2024 to 3,315 Thousand SGD in 20259 - Cash inflow from investing activities primarily stemmed from 271 Thousand SGD in interest received, while property, plant and equipment purchases amounted to 60 Thousand SGD9 Notes to the Condensed Consolidated Interim Financial Information This section details the basis of preparation, significant accounting policies, estimates, financial risk management, segment information, revenue breakdown, other gains/losses, finance income/costs, income tax expense, loss per share, dividend policy, balance sheet item specifics, capital commitments, and related party transactions for the condensed consolidated interim financial information - The Group primarily engages in precision engineering, sheet metal fabrication, and online mobile game development and publishing10 - Financial information is presented in Singapore Dollars (SGD) and prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"1112 General Information This section introduces FSM Holdings Limited and its subsidiaries (the Group), outlining their principal business activities in precision engineering, sheet metal fabrication, and online mobile game development and publishing, and states the company's incorporation in the Cayman Islands - The Group's principal activities are precision engineering, sheet metal fabrication, and online mobile game development and publishing10 - The Company was incorporated in the Cayman Islands on 5 February 201810 - The condensed consolidated interim financial information is presented in Singapore Dollars ("SGD")11 Basis of Preparation This section clarifies that the condensed consolidated interim financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" and should be read in conjunction with the Group's annual financial statements for the year ended 31 December 2024 - The condensed consolidated interim financial information is prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"12 - It should be read in conjunction with the Group's annual financial statements for the year ended 31 December 202412 Significant Accounting Policies This section states that the accounting policies applied in preparing these condensed consolidated interim financial statements are consistent with those followed in the annual consolidated financial statements, and lists adopted and unadopted standard amendments - The accounting policies applied in preparing these condensed consolidated interim financial statements are consistent with those followed in the annual consolidated financial statements for the year ended 31 December 202413 Amendments to Standards Adopted by the Group This section lists amendments to standards that became mandatory for accounting periods beginning on or after 1 January 2025 and have been adopted by the Group, noting no significant impact on the Group's results or financial position - The adoption of amendments to IAS 21 and IFRS 1 "Lack of Exchangeability" had no significant impact on the Group's results and financial position14 Current Standards Amendments Not Yet Adopted This section lists issued but not yet effective standard amendments that have not been early adopted by the Group, and anticipates no material impact on the Group's financial statements - Unadopted standard amendments include IFRS 10 and IAS 28 (Amendments) "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture"15 - These new standards, amendments, and annual improvements are not expected to have a material impact on the Group's transactions for the current or future reporting periods and the foreseeable future15 Estimates and Financial Risk Management This section explains that preparing interim financial information requires management judgments, estimates, and assumptions, and notes that the Group faces market, credit, and liquidity risks, with no changes in risk management policies since 31 December 2024 - The preparation of interim financial information requires management to make judgments, estimates, and assumptions, and actual results may differ from these estimates16 - The Group's business is exposed to various financial risks: market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk17 - Risk management policies have not changed since 31 December 202418 Estimates This section emphasizes that the significant judgments and sources of estimation uncertainty made by management in applying accounting policies for interim financial information are the same as those for the annual consolidated financial statements - The significant judgments made by management in applying accounting policies and the key sources of estimation uncertainty are the same as those applied to the consolidated financial statements for the year ended 31 December 202416 Financial Risk Management This section outlines the financial risk factors faced by the Group, including market risk, credit risk, and liquidity risk, and states that the carrying amounts of most financial instruments are reasonable approximations of fair value, except for specific items - The Group's business is exposed to various financial risks: market risk (including foreign currency risk and interest rate risk), credit risk, and liquidity risk17 - Except for rental deposits, trade and other receivables, the company has no other significant financial instruments, and the carrying amounts of these balances, net of impairment, are reasonable approximations of fair value19 Segment Information The Group's chief operating decision maker identifies two reportable segments: manufacturing business and online business, with manufacturing revenue growing by 10.5% and online business revenue by 32.4% - The Group identifies two reportable segments: manufacturing business (precision engineering and sheet metal fabrication) and online business (development, publishing, and operation of online mobile games)2021 Segment Revenue (Thousand SGD) | Segment | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | Year-on-Year Change (%) | | :--- | :--- | :--- | :--- | | Manufacturing business | 6,797 | 6,149 | +10.5% | | Online business | 1,184 | 894 | +32.4% | | Total | 7,981 | 7,043 | +13.3% | Overview of Segments and Principal Businesses This section details the Group's two main reportable segments: the manufacturing business, focused on precision engineering and sheet metal fabrication, and the online business, dedicated to developing, publishing, and operating online mobile games - The manufacturing business focuses on sheet metal fabrication for precision engineering and precision machining services20 - The online business develops, publishes, and operates online mobile games21 Segment Profit/(Loss) Before Income Tax The manufacturing business recorded a reportable segment result of 1,369 Thousand SGD in the first half of 2025, while the online business recorded a loss of 2,232 Thousand SGD, leading to a Group loss before income tax of 3,589 Thousand SGD Segment Results (Thousand SGD) | Segment | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Manufacturing business | 1,369 | 2,251 | | Online business | (2,232) | (2,374) | | Total reportable segment results | (863) | (123) | | Loss before income tax | (3,589) | (117) | - Revenue growth in the manufacturing business primarily came from revenue recognized "at a point in time", while all online business revenue was recognized "over time"22 Segment Assets As of 30 June 2025, manufacturing business assets totaled 26,910 Thousand SGD, and online business assets were 1,125 Thousand SGD, bringing total segment assets to 28,035 Thousand SGD Segment Assets (Thousand SGD) | Segment | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Manufacturing business | 26,910 | 35,081 | | Online business | 1,125 | 2,369 | | Total segment assets | 28,035 | 37,450 | | Corporate assets | 20,181 | 14,444 | | Total assets | 48,216 | 51,894 | - Total non-current assets by location show 7,045 Thousand SGD in Singapore and 2,797 Thousand SGD in Malaysia24 Segment Liabilities As of 30 June 2025, manufacturing business liabilities were 3,793 Thousand SGD, and online business liabilities were 696 Thousand SGD, totaling 4,489 Thousand SGD for segment liabilities Segment Liabilities (Thousand SGD) | Segment | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Manufacturing business | 3,793 | 3,423 | | Online business | 696 | 1,636 | | Total segment liabilities | 4,489 | 5,059 | | Corporate liabilities | 15,857 | 16,674 | | Total liabilities | 20,346 | 21,733 | Disaggregation of Revenue from Contracts with Customers The Group's revenue primarily originates from Singaporean customers, who contributed 6,797 Thousand SGD in the first half of 2025, with other countries contributing 1,184 Thousand SGD Revenue by Customer Location (Thousand SGD) | Customer Location | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Singapore | 6,797 | 6,149 | | Other countries | 1,184 | 894 | | Total | 7,981 | 7,043 | Information About Major Customers In the first half of 2025, two major customers (Customer A and Customer B) contributed 3,489 Thousand SGD and 2,975 Thousand SGD in revenue, respectively, collectively accounting for 70.9% of total revenue Major Customer Revenue (Thousand SGD) | Customer | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Customer A | 3,489 | 3,381 | | Customer B | 2,975 | 2,447 | - Two customers contributed over 10% of the Group's total revenue in both reporting periods29 Revenue The Group's revenue primarily derives from sales of fabricated sheet metal products, provision of machining services, and sales of in-game virtual items, with sales of goods contributing 6,663 Thousand SGD and sales of in-game virtual items contributing 1,184 Thousand SGD in the first half of 2025 Revenue Composition (Thousand SGD) | Revenue Source | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Sales of goods | 6,663 | 6,123 | | Machining services | 134 | 26 | | Sales of in-game virtual items | 1,184 | 894 | | Total | 7,981 | 7,043 | - Revenue from sales of goods increased by 8.8% year-on-year, machining services by 415.4%, and sales of in-game virtual items by 32.4%30 Other (Losses)/Gains, Net In the first half of 2025, the Group recorded net other losses of 2,868 Thousand SGD, primarily due to net exchange losses of 2,870 Thousand SGD, compared to net exchange gains of 1,181 Thousand SGD in the prior year Other (Losses)/Gains, Net (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Net exchange (losses)/gains | (2,870) | 1,181 | | Gain on disposal of property, plant and equipment | 2 | – | | Total | (2,868) | 1,181 | - Net exchange losses were the primary reason for the shift from net other gains to net other losses31 Finance (Costs)/Income, Net In the first half of 2025, the Group recorded net finance costs of 169 Thousand SGD, mainly comprising the discounted value of shareholder loans (non-cash finance costs) of 417 Thousand SGD and other finance costs, partially offset by bank interest income of 271 Thousand SGD Finance (Costs)/Income, Net (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Finance income (bank deposits) | 271 | 536 | | Finance costs (release of discounted value of shareholder loan) | (417) | (396) | | Other finance costs | (23) | (30) | | Finance (costs)/income, net | (169) | 110 | - Non-cash finance costs from the discounted value of shareholder loans increased from 396 Thousand SGD in the same period of 2024 to 417 Thousand SGD in 202532 Loss Before Income Tax In the first half of 2025, the Group's loss before income tax significantly increased to 3,589 Thousand SGD from 117 Thousand SGD in the prior year, primarily influenced by cost of inventories sold, employee benefit expenses, depreciation and amortization, and mobile game advertising Loss Before Income Tax Composition (Thousand SGD) | Item | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Cost of inventories sold | 1,684 | 1,565 | | Employee benefit expenses | 3,933 | 4,196 | | Depreciation of property, plant and equipment | 369 | 604 | | Depreciation of right-of-use assets | 166 | 186 | | Mobile game R&D expenses (excluding staff costs, amortisation and depreciation) | 26 | 23 | | Mobile game advertising | 317 | 174 | | Auditor's remuneration (audit services) | 186 | 173 | - Employee benefit expenses decreased from 4,196 Thousand SGD to 3,933 Thousand SGD, but mobile game advertising expenses increased from 174 Thousand SGD to 317 Thousand SGD33 Income Tax Expense In the first half of 2025, the Group's income tax expense increased to 384 Thousand SGD from 296 Thousand SGD in the prior year, mainly due to increased taxable profits from the Singapore manufacturing business Income Tax Expense (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Current income tax | 391 | 343 | | Deferred income tax | (7) | (47) | | Income tax expense | 384 | 296 | - Income tax expense increased by 29.7%, primarily due to increased taxable profits from the Singapore manufacturing business3467 Singapore Corporate Income Tax Singapore corporate income tax is calculated at a rate of 17% and applies to the taxable income of subsidiaries incorporated in Singapore - Singapore corporate income tax is calculated at a rate of 17%35 Malaysia Corporate Income Tax Malaysia corporate income tax is calculated at a rate of 24% and applies to the taxable income of subsidiaries incorporated in Malaysia - Malaysia corporate income tax is calculated at a rate of 24%36 China Corporate Income Tax China corporate income tax offers tax incentives for small and micro-profit enterprises, with an effective tax rate of 5% on the first 3 million RMB of annual taxable income - For small and micro-profit enterprises, the effective corporate income tax rate is 5% on the first 3 million RMB of annual taxable income37 Hong Kong Profits Tax Hong Kong profits tax operates on a two-tiered system, with the first 2 million HKD of assessable profits taxed at 8.25% and the remainder at 16.5%; no provision for profits tax was made for the Group's Hong Kong subsidiaries during the reporting period due to absence of taxable profits - Hong Kong profits tax two-tiered system: 8.25% on the first 2 million HKD of profits, and 16.5% on the remainder38 - No Hong Kong profits tax provision was made for the Group's Hong Kong-incorporated subsidiaries for the six months ended 30 June 2025, as they generated no assessable profits in or derived from Hong Kong38 Cayman Islands and British Virgin Islands Corporate Income Tax The Group is not subject to any corporate income tax in the Cayman Islands and British Virgin Islands - The Group is not subject to any tax in the Cayman Islands and British Virgin Islands39 Loss Per Share In the first half of 2025, basic loss per share significantly increased to 0.3973 Singapore cents from 0.0413 Singapore cents in the prior year, with diluted loss per share being the same as basic loss per share due to the absence of potentially dilutive shares Loss Per Share (Singapore cents) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Loss attributable to owners of the Company (Thousand SGD) | (3,973) | (413) | | Weighted average number of ordinary shares in issue (Thousand shares) | 1,000,000 | 1,000,000 | | Basic loss per share (Singapore cents) | (0.3973) | (0.0413) | Basic Basic loss per share is calculated by dividing the loss attributable to owners of the Company by the weighted average number of ordinary shares in issue - Basic loss per share was 0.3973 Singapore cents41 Diluted Diluted loss per share is the same as basic loss per share due to the absence of potentially dilutive shares - Diluted loss per share is equal to basic loss per share as there are no potentially dilutive shares41 Interim Dividend The Board of Directors does not recommend the payment of an interim dividend for the six months ended 30 June 2025 - The Directors do not recommend the payment of an interim dividend for the six months ended 30 June 202542 Property, Plant and Equipment As of 30 June 2025, the carrying value of property, plant and equipment was 9,641 Thousand SGD, a decrease from 9,969 Thousand SGD at the beginning of the year, primarily affected by depreciation and currency translation differences Property, Plant and Equipment Movement (Thousand SGD) | Indicator | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | At 1 January | 9,969 | 10,685 | | Additions | 60 | 165 | | Depreciation | (369) | (604) | | Currency translation differences | (19) | 10 | | At 30 June | 9,641 | 10,256 | - Depreciation expense decreased from 604 Thousand SGD in the same period of 2024 to 369 Thousand SGD in 202543 Trade and Other Receivables As of 30 June 2025, total trade and other receivables amounted to 2,931 Thousand SGD, with net trade receivables at 2,512 Thousand SGD, and the Group typically grants customers credit terms of 30 to 90 days Trade and Other Receivables (Thousand SGD) | Indicator | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Trade receivables, net | 2,512 | 2,482 | | Prepayments | 183 | 273 | | Deposits | 74 | 73 | | Other receivables | 162 | 291 | | Total | 2,931 | 3,119 | - The aging analysis of trade receivables shows that amounts aged 0 to 30 days represent the highest proportion at 1,480 Thousand SGD44 Trade and Other Payables and Provision for Restoration Costs As of 30 June 2025, total trade and other payables amounted to 3,910 Thousand SGD, including trade payables of 1,399 Thousand SGD and accrued expenses of 2,246 Thousand SGD, with a non-current provision for restoration costs of 102 Thousand SGD Trade and Other Payables and Provision for Restoration Costs (Thousand SGD) | Indicator | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Non-current: Provision for restoration costs | 102 | 100 | | Current: Trade payables | 1,399 | 913 | | Current: Accrued expenses | 2,246 | 2,660 | | Current: Other payables | 265 | 351 | | Total | 4,012 | 4,024 | - Trade payables increased from 913 Thousand SGD as of 31 December 2024 to 1,399 Thousand SGD as of 30 June 202545 Contract Liabilities As of 30 June 2025, contract liabilities were 119 Thousand SGD, primarily comprising unamortized revenue from sales of in-game virtual items, expected to be fulfilled within one year or less Contract Liabilities (Thousand SGD) | Indicator | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Sales of in-game virtual items | 119 | 385 | | Total | 119 | 385 | - Contract liabilities primarily consist of unamortized revenue from sales of in-game virtual items46 - The Group expects to fulfill the remaining performance obligations for these contract liabilities within one year or less47 Borrowings As of 30 June 2025, the Group's total borrowings amounted to 14,138 Thousand SGD, mainly consisting of shareholder loans of 13,928 Thousand SGD and other bank financing Borrowings (Thousand SGD) | Indicator | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Shareholder loan | 13,928 | 14,589 | | Other bank financing | 210 | 286 | | Total borrowings | 14,138 | 14,875 | | Of which: Non-current liabilities | 13,982 | 14,722 | | Of which: Current liabilities | 156 | 153 | - The shareholder loan is interest-free, unsecured, and for a term of five years, provided by Maodong Limited, wholly owned by Mr. Li49 - Other bank financing is secured by two machines49 Share Capital As of 30 June 2025, the company's authorized share capital was 2,000,000,000 ordinary shares of 0.01 HKD each, with 1,000,000,000 shares issued and fully paid, amounting to 1,695 Thousand SGD - The issued and fully paid share capital consists of 1,000,000,000 ordinary shares of 0.01 HKD each, with a share capital amount of 1,695 Thousand SGD50 Capital Commitments As of 30 June 2025, the Group had capital commitments of 90 Thousand SGD, contracted but not provided for, primarily related to the purchase of property, plant and equipment - As of 30 June 2025, the Group had capital commitments of 90 Thousand SGD, contracted but not provided for in the condensed consolidated interim financial statements, related to the purchase of property, plant and equipment51 Related Party Transactions This section discloses the Group's transactions and balances with related parties, including shareholder loan interest, remuneration for directors' children and spouses, and key management compensation - Related parties include Mr. Li Thet (Director and Shareholder), Maodong (a company wholly owned by Mr. Li), Ms. Wong Yuet Lin (Director), and their children52 Names and Relationships with Related Parties This section lists the names of related parties with whom the Group has transactions or balances and their relationships with the Group, including directors, shareholders, and their family members - Related parties include Mr. Li Thet (Director and Shareholder), Maodong (a company wholly owned by Mr. Li), Ms. Wong Yuet Lin (Director), and her children52 Transactions with Related Parties This section discloses transactions with related parties for the first half of 2025, including shareholder loan interest from Maodong of 417 Thousand SGD, and remuneration payable or paid to directors' children of 183 Thousand SGD Transactions with Related Parties (Thousand SGD) | Transaction Type | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Interest on shareholder loan from Maodong | 417 | 396 | | Remuneration payable or paid to directors' children | 183 | 115 | | Remuneration payable or paid to directors' spouses | – | 128 | Key Management Compensation In the first half of 2025, total key management (executive directors) compensation amounted to 350 Thousand SGD, including fees, salaries, allowances, benefits, and defined contribution retirement schemes Key Management Compensation (Thousand SGD) | Compensation Type | Six Months Ended 30 June 2025 | Six Months Ended 30 June 2024 | | :--- | :--- | :--- | | Fees and salaries, other allowances and benefits, bonuses | 340 | 301 | | Defined contribution retirement schemes | 10 | 9 | | Total | 350 | 310 | - Key management compensation increased by 12.9% year-on-year54 Balances with Related Parties As of 30 June 2025, balances with related parties primarily consisted of a shareholder loan from Maodong of 13,928 Thousand SGD Balances with Related Parties (Thousand SGD) | Related Party | 30 June 2025 | 31 December 2024 | | :--- | :--- | :--- | | Shareholder loan from Maodong | 13,928 | 14,589 | Management Discussion and Analysis The Management Discussion and Analysis reviews the Group's manufacturing and online business performance, outlines the global economic outlook, and details the Group's strategies, while financially analyzing changes in revenue, gross profit, expenses, and loss for the period, and disclosing information on liquidity, shareholder loans, capital structure, asset pledges, major investment plans, contingent liabilities, capital commitments, foreign exchange risk, employees, remuneration policies, and share option scheme - The Group is committed to maintaining close relationships with manufacturing business customers, deploying external development strategies, and upgrading machinery to enhance production efficiency and competitiveness59 - The Group will continuously review expenses and actively implement measures to reduce production and operating costs to improve overall operational efficiency59 - The Group is dedicated to enhancing its online business through the development and optimization of mobile game products, and may explore opportunities to acquire high-quality mobile games from external developers and studios60 Business Review This section reviews the Group's manufacturing and online business performance during the reporting period, noting a 10.5% revenue growth in manufacturing, driven by increased demand in Singapore, and a 32.4% revenue growth in online business, with new games in testing and continuous advertising investment - The Group has two main business segments: manufacturing business and online business56 Manufacturing Business The manufacturing business focuses on precision engineering sheet metal fabrication and precision machining services, with production facilities in Singapore and Malaysia, and in the first half of 2025, revenue was approximately 6.8 million SGD, a 10.5% year-on-year increase, primarily due to rising demand in the Singapore market - The manufacturing business segment is dedicated to sheet metal fabrication for precision engineering and precision machining services, with production facilities in Singapore and Malaysia57 - In the first half of 2025, manufacturing business revenue was approximately 6.8 million SGD, an increase of 10.5% year-on-year, primarily due to increased market demand in the Singapore sheet metal manufacturing industry57 - Output in Singapore's precision engineering sector recorded year-on-year growth of 0.4% and 10.3% in Q1 and Q2 2025, respectively, driven by increased capital investment from AI-related semiconductor manufacturers57 Online Business The online business focuses on mobile game development, with its latest game in testing across various regions globally and continuous advertising investment, generating approximately 1.2 million SGD in revenue in the first half of 2025, a 32.4% year-on-year increase - The online business has established a dedicated development team focused on creating mobile games for a global audience58 - During the reporting period, the latest game was in its testing phase, undergoing multiple tests in various regions including the United States, Canada, Europe, and Asian markets, with continuous investment in advertising and promotion58 - In the first half of 2025, the online business generated approximately 1.2 million SGD in revenue, an increase of 32.4% year-on-year58 Business Outlook Facing global economic uncertainties, the Group will continue to strengthen customer relationships in its manufacturing business, upgrade machinery, reduce costs, optimize its online business, and explore opportunities to acquire high-quality mobile games and diversify revenue streams - The International Monetary Fund forecasts 3.0% global output growth in 2025, but highlights downside risks such as trade restrictions, geopolitical tensions, and widening fiscal deficits59 - The Group will focus on maintaining close relationships with manufacturing business customers, deploying external development strategies, and upgrading machinery and using robotics to enhance production efficiency and competitiveness59 - The Group will continuously review expenses and actively implement measures to reduce production and operating costs to improve overall operational efficiency59 - The Group is committed to enhancing its online business through the development and optimization of mobile game products, and may explore opportunities to acquire high-quality mobile games from external developers and studios60 - The Board will also explore other business opportunities to diversify revenue sources and generate long-term sustainable value for shareholders60 Financial Review The financial review provides a detailed analysis of changes in the Group's revenue, gross profit, various expenses, and loss for the period, indicating that revenue growth was primarily driven by the manufacturing business, but exchange losses led to an overall expanded loss - Group revenue increased by 13.3% year-on-year, primarily driven by increased market demand in the Singapore sheet metal manufacturing industry61 - Gross profit grew by 28.0%, and gross margin improved to 45.2%, mainly due to increased revenue and improved gross margin in the manufacturing business63 - Net exchange losses of approximately 2.9 million SGD were recorded, compared to net exchange gains of approximately 1.2 million SGD in the prior year, primarily due to the appreciation of the SGD against the USD and HKD64 - Administrative expenses decreased by 11.8%, mainly due to effective cost-saving measures65 - Mobile game R&D expenses increased by 8.0%, primarily due to increased staff costs incurred in developing and optimizing the Group's mobile games66 - Income tax expense increased by 29.7%, primarily due to increased taxable profits from the Singapore manufacturing business67 - Loss for the period attributable to owners of the Company expanded to approximately 3.97 million SGD68 Revenue In the first half of 2025, the Group's total revenue was 7,981 Thousand SGD, a 13.3% year-on-year increase, with the manufacturing business contributing 85.16% and the online business 14.84% Revenue Details (Thousand SGD) | Business Segment | Six Months Ended 30 June 2025 | Proportion (%) | Six Months Ended 30 June 2024 | Proportion (%) | | :--- | :--- | :--- | :--- | :--- | | Manufacturing business | 6,797 | 85.16 | 6,149 | 87.31 | | Online business | 1,184 | 14.84 | 894 | 12.69 | | Total | 7,981 | 100.00 | 7,043 | 100.00 | - Revenue growth was primarily due to increased market demand in the Singapore sheet metal manufacturing industry, leading to higher manufacturing business revenue61 Gross Profit and Gross Margin The Group's gross profit increased from 2.8 million SGD to 3.6 million SGD, and gross margin improved from 40.0% to 45.2%, primarily due to increased revenue and improved gross margin in the manufacturing business - Gross profit increased by approximately 0.8 million SGD to 3.6 million SGD63 - Gross margin increased from 40.0% to 45.2%63 - The increase in gross profit was primarily due to increased revenue and improved gross margin in the manufacturing business63 Other (Losses)/Gains, Net In the first half of 2025, the Group recorded net exchange losses of approximately 2.9 million SGD, compared to net exchange gains of approximately 1.2 million SGD in the prior year, mainly due to the appreciation of the SGD against the USD and HKD - Net exchange losses of approximately 2.9 million SGD were recorded, compared to net exchange gains of approximately 1.2 million SGD in the prior year64 - The losses were primarily due to the appreciation of the SGD against the USD and HKD64 Administrative Expenses Administrative expenses decreased by 11.8% from 2.6 million SGD to 2.3 million SGD, primarily due to effective cost-saving measures - Administrative expenses decreased by approximately 0.3 million SGD or 11.8% to approximately 2.3 million SGD65 - The decrease was primarily due to effective cost-saving measures65 Mobile Game Research and Development Expenses Mobile game research and development expenses increased from 1.4 million SGD to 1.5 million SGD, primarily due to increased staff costs incurred in developing and optimizing mobile games - R&D expenses increased by approximately 0.1 million SGD to approximately 1.5 million SGD66 - The increase was primarily due to increased staff costs incurred in developing and optimizing the Group's mobile games66 Income Tax Expense Income tax expense increased by 29.7% from 0.3 million SGD to 0.4 million SGD, primarily due to increased taxable profits from the Singapore manufacturing business - Income tax expense increased by approximately 0.1 million SGD or 29.7% to approximately 0.4 million SGD67 - The increase primarily stemmed from increased taxable profits from the Singapore manufacturing business67 Loss for the Period Attributable to Owners of the Company Due to the aforementioned factors, the loss for the period attributable to owners of the Company expanded from 0.41 million SGD to 3.97 million SGD - Loss for the period attributable to owners of the Company was approximately 3.97 million SGD (prior year: loss of approximately 0.41 million SGD)68 Interim Dividend The Board of Directors resolved not to declare any interim dividend for the six months ended 30 June 2025 - The Board of Directors resolved not to declare any interim dividend for the six months ended 30 June 202569 Liquidity and Financial Resources The Group's working capital and capital expenditure are primarily funded through shareholders' equity, operating cash, trade financing, bank loans, and shareholder loans; as of 30 June 2025, net current assets were approximately 33.0 million SGD, the current ratio was approximately 7.4 times, and the gearing ratio was approximately 52.5% - The Group's working capital and capital expenditure requirements have been primarily funded through a combination of shareholders' equity, cash generated from operations, trade financing, bank loans, and shareholder loans71 - As of 30 June 2025, the Group's total equity attributable to owners of the Company was approximately 27.9 million SGD (31 December 2024: approximately 30.2 million SGD)71 - As of 30 June 2025, the Group's net current assets were approximately 33.0 million SGD (31 December 2024: approximately 35.6 million SGD)71 - As of 30 June 2025, the Group's current ratio was approximately 7.4 times (31 December 2024: approximately 7.2 times)72 - As of 30 June 2025, the Group's gearing ratio was approximately 52.5% (31 December 2024: approximately 51.6%)72 Shareholder Loan Maodong (wholly owned by Mr. Li) provided the Company with an interest-free, unsecured, five-year shareholder loan totaling 100 million HKD (approximately 16.77 million SGD), primarily for general working capital and online business development - Maodong, wholly owned by Mr. Li, provided the Company with a shareholder loan totaling 100 million HKD (equivalent to approximately 16.77 million SGD)73 - The shareholder loan is interest-free, unsecured, and for a term of five years73 - The Group primarily uses the shareholder loan for general working capital and online business development73 Capital Structure There have been no changes to the Group's capital structure since the listing of the company's shares on the Main Board of the Stock Exchange, with share capital consisting solely of ordinary shares - There have been no changes to the Group's capital structure since the listing of the Company's shares on the Main Board of the Stock Exchange74 - The Company's share capital consists solely of ordinary shares74 Pledge of Assets As of 30 June 2025, the Group's other bank financing was secured by machinery with a carrying value of 0.4 million SGD - As of 30 June 2025, the Group's other bank financing was secured by the Group's machinery with a carrying value of 0.4 million SGD75 Material Investments, Material Acquisitions and Disposals of Subsidiaries, Associates and Joint Ventures For the six months ended 30 June 2025, the Group held no material investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures - For the six months ended 30 June 2025, the Group held no material investments, material acquisitions, or disposals of subsidiaries, associates, and joint ventures76 Future Plans for Material Investments or Capital Assets Other than those disclosed in the prospectus, the Group had no other future plans for material investments or additions to capital assets as of 30 June 2025 - Other than those disclosed in the prospectus, the Group had no other future plans for material investments or additions to capital assets as of 30 June 202578 Contingent Liabilities As of 30 June 2025, the Group had no material contingent liabilities, guarantees, or litigation that would significantly impact its financial position or operating results - As of 30 June 2025, the Group had no material contingent liabilities, guarantees, or litigation that would significantly impact its financial position or operating results79 Capital Commitments As of 30 June 2025, the Group's capital commitments amounted to approximately 0.09 million SGD, related to the purchase of property, plant and equipment - As of 30 June 2025, the Group's capital commitments of approximately 0.09 million SGD were related to the purchase of property, plant and equipment80 Events After the Reporting Period There were no significant events after the reporting period up to the date of this interim report - There were no significant events after the reporting period up to the date of this interim report81 Foreign Exchange Risk The Group is exposed to foreign exchange risk from fluctuations in the SGD against the USD and HKD, but did not engage in derivative agreements or use financial instruments for hedging during the reporting period - The Group is exposed to foreign exchange risk due to fluctuations in the exchange rates of SGD against USD and HKD82 - During the reporting period, the Group was not involved in any derivative agreements and did not use any financial instruments to hedge its foreign exchange risk82 - Management monitors the Group's foreign exchange risk and will consider hedging significant foreign exchange exposures when necessary82 Employees and Remuneration Policy As of 30 June 2025, the Group employed 208 full-time and part-time employees, with total employee benefit expenses of approximately 3.9 million SGD; remuneration policy is based on qualifications, experience, and performance, with on-the-job training provided - As of 30 June 2025, the Group employed 208 full-time and part-time employees (31 December 2024: 229 employees)83 - Total employee benefit expenses (including directors' emoluments) for the reporting period were approximately 3.9 million SGD (prior year: approximately 4.2 million SGD)83 - Employee salaries are determined based on each employee's qualifications, experience, performance, and suitability83 - The Group also provides on-the-job training to employees to enhance technical capabilities and occupational health and safety83 Share Option Scheme The company adopted a share option scheme on 22 June 2018, expiring on 22 June 2028, to reward and retain employees; no share options have been granted, exercised, cancelled, or lapsed since its adoption - The Company adopted a share option scheme on 22 June 2018, with an expiry date of 22 June 202884 - The scheme aims to reward or compensate employees for their contributions to the Group, and/or enable the Group to recruit and retain competent staff and attract talent84 - Since the adoption of the scheme, no share options have been granted, exercised, cancelled, or lapsed; there were also no outstanding share options as of 30 June 202584 Other Information This section covers corporate governance, changes in directors' information, disclosure of directors' and substantial shareholders' interests in shares, purchase/sale/redemption of the company's listed securities, the Audit Committee's review, and directors' compliance with securities dealing - The company has complied with all applicable code provisions of the Corporate Governance Code86 - Mr. Li Thet, through his wholly-owned company Maodong Limited, holds 60.23% of the company's issued share capital8891 Corporate Governance The company is committed to maintaining high standards of corporate governance and has adopted and complied with all applicable code provisions of the Corporate Governance Code set out in Appendix C1 Part 2 of the Listing Rules - The Company is committed to achieving and maintaining a high level of corporate governance to safeguard shareholders' interests and enhance corporate value and accountability86 - For the six months ended 30 June 2025, the Company has complied with all applicable code provisions of the Corporate Governance Code86 Changes in Directors' Information This section discloses changes in directors' information, including Ms. Leung Tsz Ying's appointment as a member of the Nomination Committee and Mr. Wong Po Keung's appointment as an independent non-executive director and committee member of other listed companies - Ms. Leung Tsz Ying was appointed as a member of the Company's Nomination Committee, effective 25 March 202589 - Mr. Wong Po Keung was appointed as an independent non-executive director and a member of relevant committees for Weijun Bio-Tech Holdings Limited and Weijun Group Holdings Limited89 Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures of the Company and its Associated Corporations As of 30 June 2025, Mr. Li Thet held 60.23% of the company's issued share capital through controlled corporate interests; other than this, no other directors or chief executives had disclosable interests or short positions in shares Directors' Long Positions in Shares | Director Name | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. Li | Controlled corporation interest | 602,340,000 | 60.23% | - Mr. Li is deemed to be interested in the shares held by Maodong88 Substantial Shareholders' Interests and Short Positions in Shares and Underlying Shares of the Company As of 30 June 2025, Maodong, as beneficial owner, held 60.23% of the company's issued share capital, making it a substantial shareholder of the company Substantial Shareholders' Long Positions in Shares | Shareholder Name | Nature of Interest | Number of Shares Held/Interested | Approximate Percentage of Issued Share Capital | | :--- | :--- | :--- | :--- | | Maodong | Beneficial owner | 602,340,000 | 60.23% | - Maodong is directly and wholly owned by Mr. Li91 Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended 30 June 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities, and the company held no treasury shares - For the six months ended 30 June 2025, neither the Company nor any of its subsidiaries purchased, sold, or redeemed any of the Company's listed securities93 - The Company holds no treasury shares93 Audit Committee The Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the six months ended 30 June 2025 and discussed accounting principles and practices with management, with no disagreements - The Company's Audit Committee has reviewed the Group's unaudited condensed consolidated interim results for the six months ended 30 June 202594 - The Audit Committee had no disagreements with management regarding the accounting principles and practices discussed94 Directors' Securities Transactions The Group has adopted the Model Code as the code of conduct for directors' securities transactions, and all directors confirmed full compliance with the code during the reporting period - The Group has adopted the Model Code as the code of conduct for directors' securities transactions95 - All Directors confirmed their full compliance with the Model Code for the six months ended 30 June 202595
FSM HOLDINGS(01721) - 2025 - 中期财报