{"url_path":"/sec/omse/10-k/2026/item-3","section_key":"item-3","section_title":"Item 3 KEY INFORMATION","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2012219/0001193125-26-282941-index.html","accession_number":"0001193125-26-282941","cik":"0002012219","ticker":"OMSE","issuer_name":"OMS Energy Technologies Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2012219/0001193125-26-282941-index.html","primary_entity_key":"0002012219","primary_entity_name":"OMS Energy Technologies Inc."},"word_count":24803,"has_tables":true,"body_markdown":"ITEM 3. KEY INFORMATION\n\nOur Corporate Structure and Operations\n\nWe are a growth-oriented manufacturer of surface wellhead systems, or SWS, and oil country tubular goods, or OCTG products used in the oil and gas industry. These products are primarily used for both onshore and offshore oil exploration and production, or E&P activities in the Asia Pacific and the Middle Eastern and North Africa (MENA) Regions. Our customers often operate in geographic locations where the operating environment requires wellheads, casing and tubing materials capable of meeting exact standards for temperature, pressure, corrosion, torque resistance and abrasion. Our products have been designed, manufactured and certified with the American Petroleum Standards (API) and International Organization of Standardization (ISO). Through our comprehensive and technologically advanced portfolio of SWS and OCTG, we are able to serve as a single-source supplier for our customers and respond to their demand for products. Our operations benefit from our broad, strategically positioned geographic footprint, which supports our ability to supply our (i) Specialty Connectors and Pipes and (ii) Surface wellhead and Christmas tree allowing us to serve our customers operating in the Asia Pacific and MENA Regions.\n\nImplications of Being a “Controlled Company”\n\nWe are a “controlled company” as defined under the Nasdaq Stock Market Rules because Mr. How Meng Hock, our Executive Director, Chairman of the Board, and Chief Executive Officer, holds 61.78% of our total issued and outstanding Ordinary Shares, and is able to exercise 61.78% of the total voting power of our authorized and issued shares. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. While we do not currently intend to rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements if we do decide to rely on these exemptions in the future.\n\nImplications of Being an Emerging Growth Company\n\nAs a company with less than US$1.235 billion in revenue during our last financial year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:\n\n•\nbeing permitted to provide only two financial years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; and\n\n•\nan exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal control over financial reporting.\n\nWe may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (1) the last day of the financial year in which the fifth anniversary of the completion of our initial public offering occurs, (2) the last day of the financial year in which we have total annual gross revenue of at least US$1.235 billion, (3) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700.0 million as of the prior March 31, and (4) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included three years of selected financial data in this annual report in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.\n\n \n\n1\n\n[Table of Contents](#toc_page)\n\n \n\nImplications of Being a Foreign Private Issuer\n\nWe report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:\n\n•\nthe sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;\n\n•\nthe sections of the Exchange Act requiring liability for insiders who profit from trades made in a short period of time; and\n\n•\nthe rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.\n\nPrior to March 18, 2026, as a foreign private issuer, we were exempt from the provisions of Section 16(a) of the Exchange Act, requiring our directors, executive officers and principal shareholders to file public reports of their beneficial ownership of, and transactions in, our equity securities, as well as from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act. However, on December 18, 2025, the Holding Foreign Insiders Accountable Act was enacted as part of the National Defense Authorization Act for Fiscal Year 2026, mandating that directors and officers of foreign private issuers file reports under Section 16(a) of the Exchange Act (Forms 3, 4 and 5) to disclose their beneficial ownership interests and changes therein, effective March 18, 2026. Accordingly, our directors and executive officers are now subject to the reporting requirements of Section 16(a). However, our officers, directors and principal shareholders remain exempt from the short-swing profit recovery provisions of Section 16(b) of the Exchange Act and related rules with respect to their purchases and sales of our securities.\n\nBoth foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.\n\nIn addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq Capital Market. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq Capital Market. We have elected to follow home country practice in Cayman Islands in lieu of Nasdaq Listing Rule 5600, including , Rule 5605(b)(2), Rule 5605(e), Rule 5620(a), Rule 5620(b), Rule 5620(c), Rule 5630(a), Rule 5635(a), Rule 5635(b), Rule 5635(c), and Rule 5635(d), with the exception of those rules which are required to be followed pursuant to the provisions of Listing Rule 5615(a)(3). Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards.\n\nAs a foreign private issuer, we are permitted to, and did, follow certain home country corporate governance practices instead of otherwise applicable Nasdaq Capital Market requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.\n\nNasdaq Listing Rule 5635(c)\n\nAs a company incorporated in the Cayman Islands, the Company has elected to rely on the home county exemption pursuant to Nasdaq Rule 5615(a)(3)(A), which provides that (with certain exceptions not relevant to the conclusions expressed herein) a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Rule 5600 Series. The Company has elected to be exempt from the Nasdaq Rule 5635(c) which provides that shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions.\n\nA.\n[Reserved]\n\nB.\nCapitalization and indebtedness\n\nNot applicable.\n\nC.\nReasons for the Offer and Use of Proceeds\n\nNot applicable.\n\n \n\n2\n\n[Table of Contents](#toc_page)\n\n \n\nD.\nRisk Factors\n\nYou should carefully consider all of the information in this annual report before making an investment in our Ordinary Shares. Below please find a summary of the principal risks and uncertainties we face, organized under relevant headings. Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:\n\nRisks Related to Our Business and Industry:\n\n•\nOngoing geopolitical tensions around the world may have a material adverse effect on our business, financial condition, and results of operations (on page 6).\n\n•\nWe serve customers who are involved in drilling for and production of oil and natural gas. Adverse developments affecting this industry could have a material adverse effect on our business, financial condition and results of operations (on page 6).\n\n•\nOur business involves many hazards and operational risks (on page 6).\n\n•\nCompliance with and changes in laws could be costly and could affect operating results. In addition, government disruptions could negatively impact our ability to conduct our business (on page 8).\n\n•\nInternational governments and agencies continue to evaluate and promulgate legislation and regulations that are focused on reducing Green House Gas (GHG) emissions. Compliance with GHG emission regulations applicable to our or our customers’ operations may have significant implications that could adversely affect our business and operating results in the fossil-fuel sectors (on page 11).\n\n•\nVoluntary initiatives to reduce GHG emissions and an increased climate change awareness may result in increased costs for the oil and gas industry to curb greenhouse gas emissions and could have an adverse impact on demand for oil and natural gas (on page 12).\n\n•\nOur backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenues and earnings (on page 12).\n\n•\nWe may lose money on fixed-price contracts (on page 13).\n\n•\nOur customers’ industries are undergoing continuing consolidation that may impact our results of operations (on page 13).\n\n•\nImpairment in the carrying value of long-lived assets, inventory and intangible assets could negatively affect our operating results (on page 13).\n\n•\nWe depend on our customers’ willingness to undertake drilling and completion spending (on page 14).\n\n•\nConservation measures and technological advances could reduce demand for oil and natural gas (on page 14).\n\n•\nWe have operated at a loss in the past, and there is no assurance of our profitability in the future (on page 14).\n\n•\nOur business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry (on page 15).\n\n•\nWe may need to obtain additional capital or financing to fund expansion of our asset base, which could increase our financial leverage, or we may not be able to finance our capital needs (on page 15).\n\n•\nWe are dependent on a small number of key customers for continued sale of our products and services (on page 15).\n\n•\nShortages or increases in the costs of the equipment we use in our operations could adversely affect our operations in the future (on page 16).\n\n•\nWe are dependent on a small number of suppliers for key goods and services that we use in our operations (on page 16).\n\n•\nOur inability to develop, obtain or implement new technology may cause us to become less competitive (on page 16).\n\n \n\n3\n\n[Table of Contents](#toc_page)\n\n \n\n•\nWe and our customers are subject to local laws and regulations regarding issues of health, safety, climate change and the protection of the environment, under which we or our customers may become liable for penalties, damages or costs of remediation or other corrective measures. Changes in such laws or regulations could increase our or our customers’ costs of doing business and adversely impact our business, financial condition and results of operations (on page 16).\n\n•\nDelays by us or our customers in obtaining permits or the inability by us or our customers to obtain or renew permits could impair our business (on page 17).\n\n•\nIncreased labor costs or the unavailability of skilled workers could hurt our business, financial condition and results of operations (on page 18).\n\n•\nWe may be unable to retain personnel who are key to our operations (on page 19).\n\n•\nWe may be unable to implement price increases or maintain existing prices on our services (on page 19).\n\n•\nWe operate in highly competitive markets and our failure to compete effectively may negatively impact our business, financial condition and results of operations (on page 19).\n\n•\nIf we lose significant customers, significant customers materially reduce their purchase orders or significant programs on which we rely on are delayed, scaled back or eliminated, our business, financial condition and results of operations may be adversely affected (on page 20).\n\n•\nWe may be unable to effectively and efficiently manage our equipment fleet as we expand our business, which could have an adverse effect on our business, financial condition and results of operations (on page 20).\n\n•\nIncreased leverage could adversely impact our business, financial condition and results of operations (on page 20).\n\n•\nOur success may be affected by our ability to enter into or renew existing license agreements (on page 21).\n\n•\nOur operations rely on an extensive network of information technology resources and a failure to maintain, upgrade and protect such systems could adversely impact our business, financial condition and results of operations. Our operations are subject to cyber security risks that could have a material adverse effect on our business, financial condition and results of operations (on page 21).\n\n•\nWe have been expanding our available products and services, and our business may continue to grow at a rapid pace. Our inability to properly manage or support this growth may have a material adverse effect on our business, financial condition and results of operations (on page 21).\n\n•\nOur assets require capital for maintenance, upgrades and refurbishment, and we may require capital expenditures for new equipment (on page 21).\n\n•\nCompetition among oilfield service and equipment providers is affected by each provider’s reputation for safety and quality (on page 22).\n\n•\nSeasonal and adverse weather conditions adversely affect demand for services and operations (on page 22).\n\n•\nWe may be subject to claims for personal injury and property damage or other litigation, which could materially adversely affect our business, financial condition and results of operations (on page 22).\n\n•\nWe may be affected if we are found to be in breach of any lease agreements entered into by us (on page 22).\n\n•\nWe are exposed to the credit risks of our customers (on page 22).\n\n•\nOur business model has a long cashflow conversion cycle (on page 22).\n\n•\nWe may be affected by an outbreak of other infectious diseases (on page 23).\n\n•\nWe are exposed to risks arising from fluctuations of foreign currency exchange rates (on page 23).\n\n•\nOur business is subject to supply chain interruptions (on page 23).\n\nRisks Related to our Ordinary Shares:\n\n•\nAn active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly (on page 23).\n\n•\nWe may not maintain the listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions (on page 24).\n\n \n\n4\n\n[Table of Contents](#toc_page)\n\n \n\n•\nThe trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors (on page 24).\n\n•\nCertain recent initial public offerings of companies with public floats comparable to the public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares (on page 24).\n\n•\nIf securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline (on page 25).\n\n•\nBecause we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment (on page 25).\n\n•\nShort selling may drive down the market price of our Ordinary Shares (on page 25).\n\n•\nA significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well (on page 26).\n\n•\nYou must rely on the judgment of our management as to the uses of the net proceeds from our initial public offering, and such uses may not produce income or increase our share price (on page 26).\n\n•\nIf we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences (on page 26).\n\n•\nOur controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions (on page 26).\n\n•\nAs a “controlled company” under the rules of the Nasdaq Stock Market Rules, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders (on page 27).\n\n•\nAs a company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the Nasdaq corporate governance listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards (on page 27).\n\n•\nYou may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law (on page 27).\n\n•\nCertain judgments obtained against us by our shareholders may not be enforceable (on page 28).\n\n•\nWe are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements (on page 28).\n\n•\nWe are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies (on page 28).\n\n•\nWe may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us (on page 29).\n\n•\nWe will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market (on page 29).\n\n•\nIf we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected (on page 29).\n\n•\nThere may be potentially adverse impacts on our corporate governance because of the indemnification provisions in our articles of association pertaining to our directors’ and officers’ liability (on page 30).\n\n \n\n5\n\n[Table of Contents](#toc_page)\n\n \n\nRisks Related to Our Business and Industry\n\nOngoing geopolitical tensions in the Middle East may have a material adverse effect on our business, financial condition, and results of operations.\n\nAs a business in the OCTG industry, we face risks associated with heightened tensions in geopolitical and economic relations, particularly in the Middle East. Armed conflicts and geopolitical tensions in the region may disrupt global trade flows and sales to affected customers, increase energy and raw-material costs, affect supply availability, restrict transactions with certain counterparties, result in operational disruptions or asset impairments, and affect our delivery commitments, adversely affecting our results of operations and financial condition. In March 2026, the armed conflict involving the United States and Israel against Iran, and retaliatory actions by Iran across the broader Middle East, led to a closure of the Hormuz Strait, through which almost 20% of the world’s oil and LNG supply is shipped, resulting in extreme volatility of energy prices and a disruption to oil and LNG production and transportation in the region, which would materially adversely affect us given the location of our customers in Southeast Asia which is highly reliant on oil from countries in the Middle East. In addition, a prolonged conflict or an escalation of hostilities in the region could disrupt our operations at these facilities, impair our ability to fulfill customer orders, restrict employee mobility, damage physical infrastructure, and hinder supply of raw materials. A sustained disruption to the Hormuz Strait could also significantly increase oil prices and fuel broader inflation, slow global economic activity and reduce demand for our products. In addition to inflation, there is a risk that the inflation and shortages of oil and gas could result in a recession. The occurrence of such events could materially adversely affect our business, financial position and results of operations.\n\nWe serve customers who are involved in drilling for and production of oil and natural gas. Adverse developments affecting this industry could have a material adverse effect on our business, financial condition and results of operations.\n\nOur revenues are primarily generated from customers who are engaged in drilling for and production of oil and natural gas. Demand for services in the oil and natural gas industry is cyclical, and we depend on our customers’ willingness to make capital and operating expenditures to explore for, develop and produce oil and natural gas in the jurisdictions we operate in, including (i) Saudi Arabia, (ii) Indonesia, (iii) Malaysia, (iv) Brunei, (v) Thailand and (vi) Singapore (the “Jurisdictions”). Additionally, developments that adversely affect oil and natural gas drilling and production services could reduce our customers’ willingness to make such expenditures and materially reduce our customers’ demand for our services and associated product offerings, resulting in a material adverse effect on our business, financial condition and results of operations.\n\nThe predominant factor that would reduce demand for our services and associated product offerings would be a reduction in land-based drilling activity in the jurisdictions we operate in. Worldwide political, economic and military events, as well as natural disasters and other factors beyond our control, contribute to oil and natural gas price levels and volatility and are likely to continue to do so in the future. Current levels in the price of natural gas, oil or natural gas liquids, as well as ongoing volatility, have had an adverse impact on the level of drilling, exploration and production activity, which could materially and adversely affect the demand for our services and the rates we are able to charge for our services. We negotiate the rates payable under our contracts based on prevailing market rates, and the rates we are able to charge will fluctuate with market conditions. Higher commodity prices may not necessarily translate into increased drilling activity because our customers’ expectations of future prices also influence their activity. Lower demand for oilfield services could resume, which would adversely affect the rates that we are able to charge and the demand for our services. Additionally, we may incur costs and have downtime any time our customers’ activities are refocused towards different drilling regions.\n\nSpending by Exploration and Production (“E&P”) companies can also be impacted by conditions in the capital markets. Limitations on the availability of capital, or higher costs of capital, for financing expenditures may cause E&P companies to make additional reductions to capital budgets in the future. Cuts in capital spending would likely curtail drilling and completion programs as well as discretionary spending on well construction services, which may result in a reduction in the demand for our services, the rates we can charge and the utilization of our services. Moreover, reduced discovery rates of new oil and natural gas reserves, or a decrease in the development rate of reserves in our market areas, whether due to increased governmental regulation, including with respect to environmental matters, limitations on exploration and drilling activity or other factors, could also have an impact on our business, even in a stronger oil and natural gas price environment. An adverse development in any of these areas could have an adverse impact on our customers’ operations or financial condition, which could in turn result in reduced demand for our services and associated product offerings.\n\nOur business involves many hazards and operational risks.\n\nConditions inherent in the oil and natural gas industry can cause personal injury or loss of life, disruption or suspension in operations, damage to geological formations, damage to facilities, substantial revenue loss, business interruption and damage to, or destruction of, property, equipment and the environment. Our operations are subject to many hazards and risks, including the following:\n\n•\nequipment defects or other quality issues, for example, parts not manufactured to print dimensions, of the use of raw materials that do not meet specifications;\n\n•\naccidents resulting in serious bodily injury and the loss of life or property;\n\n \n\n6\n\n[Table of Contents](#toc_page)\n\n \n\n•\ndamaged or lost equipment;\n\n•\nliabilities from accidents or damage by our operators or equipment;\n\n•\npollution and other damage to the environment;\n\n•\nwell blow-outs and the uncontrolled flow of natural gas, oil or other well fluids into or through the environment, including onto or into the ground or into the atmosphere, groundwater, surface water or an underground formation;\n\n•\nfires, explosions and cratering;\n\n•\nmechanical or technological failures;\n\n•\nloss of well control;\n\n•\nspillage handling and disposing of materials;\n\n•\ncollapse of the boreholes;\n\n•\nadverse weather conditions; and\n\n•\nfailure of our employees to comply with our internal environmental, health and safety guidelines.\n\nIf any of these hazards materialize, they could result in the suspension of operations, termination of contracts without compensation, damage to or destruction of our equipment and the property of others, or injury or death to our personnel or third parties and could expose us to substantial liability or losses. Save for Indonesia, we generally do not include a waiver of consequential damages in our customer contracts. Therefore, defects or other performance problems in the services that we offer or products we offer could result in our customers seeking damages from us for losses associated with these defects or other performance problems.\n\nIn Saudi Arabia, it is worth noting that KSA has enacted the Civil Transactions Law which has entered into effect in mid-December 2023 (“KSA Civil Code”). The KSA Civil Code has retrospective effect and is therefore equally applicable in almost all cases to contracts signed prior to the effective date. Hence, all provisions that contradict the KSA Civil Code shall be abolished. Moreover, pursuant to the KSA Civil Code, liability cannot be excluded in the event of gross misconduct and/or fraud. Hence, if the consequential damages were proven to be due to misconduct or fraud, any waivers even if included may be invalidated.\n\nIn Thailand, the service agreements between OMS (Thailand) and the customers (being PTT Exploration and Production Public Company Limited (“PTTEP”) and a few of its subsidiaries and affiliates) do not waive OMS (Thailand)’s liability for the consequential damages. Under the Civil and Commercial Code of Thailand (the “Thai CCC”), unless otherwise specified in the contract, OMS (Thailand) shall be liable for the consequential loss only if OMS (Thailand) foresee or would foresee the circumstances that cause such consequential damages.\n\nIn Indonesia, the service agreements between OMS (Indonesia) and the customers waive OMS (Indonesia)’s liability for the consequential damages. The Indonesian contract law follows the principle of freedom of contract, as outlined in Article 1338 of the Indonesian Civil Code (“ICC”). Consequently, parties have the flexibility to exclude, restrict, or limit liability on a contractual basis by mutual agreement. This freedom allows parties to freely decide on the exclusion, restriction, or limitation of various liabilities, including those related to indirect and consequential damages. It is essential to note that the enforceability of such exclusions or restrictions is contingent upon principles of fairness, reasonableness, customary practice, and existing laws and regulations, as articulated in, among others, Article 1339 of the ICC as well as public policy, a doctrine that is not explicitly regulated, depending on particular circumstances but may be used to limit the rights and obligations of parties in an agreement.\n\nThe frequency and severity of such incidents will affect operating costs, insurability and relationships with customers, employees and regulators. Our customers may elect not to purchase our products and services if they view our safety record as unacceptable or otherwise experience material defects in our products or performance problems, which could cause us to lose customers and substantial revenue, and any litigation or claims, even if fully indemnified or insured, could negatively affect our reputation with our customers and the public and make it more difficult for us to compete effectively or obtain adequate insurance in the future.\n\nWe maintain what we believe is customary and reasonable insurance to protect our business against most potential losses, but such insurance may not be adequate to cover our liabilities, especially as the inherent risks in our operations increase with increasing well complexity, and we are not fully insured against all risks inherent in our business. For example, although we are insured for environmental pollution resulting from certain environmental accidents that occur on a sudden and accidental basis, we may not be insured against all environmental accidents or events that might occur, some of which may result in toxic tort claims. If a significant accident or event occurs for which we are not adequately insured, it could adversely affect our financial condition and results of operations. Furthermore, we may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. As a result of market conditions, premiums and deductibles for certain of our insurance policies may substantially increase. In some instances, certain insurance could become unavailable or available only for reduced amounts of coverage.\n\n \n\n7\n\n[Table of Contents](#toc_page)\n\n \n\nOur insurance has deductibles or self-insured retentions and contains certain coverage exclusions. The current trend in the insurance industry is towards larger deductibles and self-insured retentions. In addition, insurance may not be available in the future at rates that we consider reasonable and commercially justifiable, compelling us to have larger deductibles or self-insured retentions to effectively manage expenses. As a result, we could become subject to material uninsured liabilities or situations where we have high deductibles or self-insured retentions that expose us to liabilities that could have a material adverse effect on our business, financial condition with employees and regulators. Additionally, we could become subject to material uninsured liabilities that could have a material adverse effect on our business, financial condition and results of operations.\n\nCompliance with and changes in laws could be costly and could affect operating results. In addition, government disruptions could negatively impact our ability to conduct our business.\n\nSaudi Arabia\n\nIncreased government regulation could reduce the level of drilling and production activity in the jurisdictions we operate in. The Saudi Ministry of Energy (“MOE”) oversees of the energy sector including drilling and production activity. The MOE may increase regulations to reduce the level of drilling activity in KSA. The MOE also collaborates with state-owned Saudi Arabian Oil Company (“Aramco”) which influences the MOE decisions regarding regulation of production activity.\n\nAramco has a strategic initiative; IKTVA (In Kingdom Total Value Add). It is a program that drives additional domestic value creation to support a rapidly changing economic environment and foster future prosperity for the kingdom. This involves working with suppliers that will capture long-term tangible benefits and quality jobs for a growing Saudi population, innovate and diversify industry, and increase global competitiveness. Key objectives of IKTVA include:\n\nLocal Content Development: IKTVA aims to increase the percentage of locally produced goods and services in the oil and gas sector, fostering the growth of domestic industries.\n\nJob Creation and Skill Development: Through a collaboration with Technical & Vocational Training Corp., IKTVA aims to build National Training Centers (NTCs) that would qualify Saudi nationals with training and employment opportunities through providing market tailored training to support workforce development, and directly contribute to Saudization.\n\nSupplier Development: The initiative focuses on developing a robust network of local suppliers and service providers to support the oil and gas industry’s supply chain.\n\nIt is also important to note that KSA is a member of the Organization of the Petroleum Exporting Countries (“OPEC”), and its oil production levels are sometimes coordinated with OPEC to stabilize global oil prices. Our customers’ drilling and production operations are subject to extensive local laws and government regulations concerning emissions of pollutants and greenhouse gases, the handling of oil and natural gas and by-products thereof and other materials and substances used in connection with oil and natural gas operations, including drilling fluids and wastewater; well spacing; production limitations; plugging and abandonment of wells; unitization and pooling of properties; and taxation. More stringent legislation or regulation (including public pressure on governmental bodies and regulatory agencies to regulate the oil and natural gas industry), or increased taxation of oil and natural gas drilling activity could directly curtail such activity or increase the cost of drilling, resulting in reduced levels of drilling activity and therefore reduced demand for our services and associated product offerings. Notwithstanding the foregoing, the Income Tax Law No. 1 of 1425 HJ (corresponding to 2005 in Gregorian calendar) was amended to reduce the income tax rate on companies operating in natural gas investments from 30% to 20%, irrespective of whether the nationality of the shareholders to the extent that the company is not publicly traded in Saudi Exchange. Such an amendment may be considered as part of the KSA 2030 vision to attract more foreign investors into this sector, particularly, given that KSA is one of the largest oil producing countries in the world.\n\nIn KSA, the governmental bodies are working towards achieving the 2030 vision. Hence, several legislative reforms have been progressing over the past five years and will continue to progress to ensure that Saudi 2030 vision is achieved, some of which may presumably impact the operations of OMS (Saudi). In this respect, the Ministry of Human Resources and Social Development has been issuing decisions which may affect the cost of operations including but not limited the following:\n\n•\nSaudization decisions: These decisions necessitate a minimum percentage of Saudi nationals in certain sectors. Such percentage is presumed to increase over time to ensure that Saudi nationals play a prominent role in the development of KSA by occupying all the leading vacancies.\n\n•\nMandatory training: Entities which employ more than 50 employees are required to provide mandatory training for students to ensure their readiness to the workplace. The number of trainees shall be at least 2% of the total workforce of the entity.\n\n \n\n8\n\n[Table of Contents](#toc_page)\n\n \n\nIndonesia\n\nThe Tingkat Komponen Dalam Negeri (“TKDN”) policy is a crucial policy tool implemented by the Indonesian government to promote the use of local content in various industries to reduce the country’s dependence on imports and boost domestic production capacity. The policy has several benefits for the Indonesian economy and has helped to create new jobs and improve the quality of domestic products. However, the policy also faces challenges, including the need for domestic suppliers to meet the required standards and the increased production costs for manufacturers. The continued implementation and adaptation of the TKDN policy to changing economic conditions will be essential to ensure its continued effectiveness.\n\nThe TKDN policy is a crucial initiative implemented by the Indonesian government to promote the use of local content in various industries to boost the country’s domestic production capacity and reduce its dependence on imports. This article provides an overview of the TKDN policy, including its objectives, implementation, and requirements.\n\nThe TKDN policy aims to promote the use of local content in various industries to reduce Indonesia’s dependence on imports and boost the country’s domestic production capacity. The policy also aims to create new jobs, improve the quality of domestic products, and promote sustainable economic growth.\n\nThe implementation of the TKDN policy involves several steps, including the identification of industries and products covered by the policy, the determination of the percentage of local content required for each industry and product, and the establishment of mechanisms to monitor compliance with the policy. The Ministry of Industry and Trade is responsible for implementing the TKDN policy and monitoring compliance with its requirements.\n\nThe TKDN policy requires companies operating in Indonesia to use a minimum percentage of domestic components in their products. The percentage of local content required varies depending on the industry and the specific product. For example, the automotive industry is required to have a minimum of 40% local content for four-wheeled vehicles. The policy also requires companies to submit a TKDN plan to the Ministry of Industry and Trade for approval before they can begin production.\n\nThe TKDN policy covers several industries in Indonesia, including oil and gas, automotive, electronics, telecommunications, and textiles. These industries have been identified as critical to Indonesia’s economic development, and the policy aims to promote their domestic production capacity. For detailed explanation regarding Indonesian laws and regulations in this matter, please refer to regulatory environment section.\n\nThe Indonesian government has announced plans to evaluate the current TKDN policy. While the TKDN policy remains a critical tool to encourage local content utilization, the Indonesian government is assessing potential adjustments to improve regulatory clarity, streamline certification process, and enhance compliance mechanism. However, to date, the scope, timing, and nature of the amendments to the TKDN policy have not been determined or disclosed. Therefore, it remains unclear how this evaluation may affect our operations or regulatory compliance.\n\nBrunei\n\nThe Department of Energy (“DOE”) oversees in country value (ICV) of the energy sector including Local Business Development Framework (“LBD”). LBD is a nationalization policy. All oil and gas operators in upstream, midstream and downstream sectors, along with their contractors, subcontractors, and suppliers, are required to comply with the LBD as set out under the following directives and guidelines:\n\n(i)\nDirective 1: LBD in Oil and Gas Industry;\n\n(ii)\nDirective 2: LBD Framework for the Oil & Gas Industry;\n\n(iii)\nDirective 2 on LBD Framework for the Oil & Gas Industry: Guidelines;\n\n(iv)\nLBD Reasonable Wage for the Oil and Gas Industry in Brunei Darussalam; and\n\n(v)\nDirective on Bruneianisation in the Oil and Gas Industry (No. 1/2018).\n\nThe LBD seeks to, amongst others, ensure that minimum local content requirements are met by all operators, contractors, subcontractors and suppliers supporting the oil and gas industry. Local content is defined as the sum of value added or created in the Brunei economy through the use of, amongst others, local goods and services (subcontractors and suppliers) within Brunei.\n\nIn addition to imposing local content requirements, the LBD imposes minimum local employment requirements and restricts the nature of projects certain companies will be allowed to participate depending on whether the company is wholly or partially owned by citizens of Brunei.\n\n \n\n \n\n9\n\n[Table of Contents](#toc_page)\n\n \n\nMalaysia\n\nOn the policy side, the Malaysian government has issued the National Energy Policy for 2022 – 2040, which has the overall objective of reducing carbon emissions, and achieving Low Carbon Nation status by 2040. Under the National Oil & Gas, Services and Equipment (OGSE) Industry Blueprint for 2021 – 2030, the Malaysian government stresses the importance of the O&G sector to the national economy and its continued development, by focusing on characteristics such as, amongst others competitiveness and sustainability.\n\nThe Malaysia Renewable Energy Roadmap (“MyRER”), launched by the Ministry of Energy and Natural Resources and the Sustainable Energy Development Authority (“SEDA”), aims for renewable energy to cater for 31% of national energy needs by 2025, and for the full decarbonisation of Malaysia’s electricity supply by 2035. In July 2023, the first phase of Malaysia’s National Energy Transition Roadmap (\"NETR\") was introduced. It emphasizes four principles: alignment with national goals, ensuring fairness and cost-effectiveness, requiring comprehensive governance, and promoting job creation and SME involvement.\n\nNETR’s first phase outlines six energy transition focuses: energy efficiency, renewable energy, hydrogen, bioenergy, green mobility, and carbon capture. It also highlights flagship projects to kick-start this shift. The forthcoming second phase of the NETR will establish the low-carbon pathway, national energy mix, emission reduction targets, and essential enablers for this transition.\n\nAdditional policies and strategies that are planned to support NETR include the Nationally Determined Contribution Roadmap, Carbon Pricing Instrument, Hydrogen Economy Roadmap, and National Biomass Action Plan. These measures will drive sustainable, technology-driven energy security.\n\nPresently, there are no specific incentives to encourage energy transition. However, existing schemes such as the Green Investment Tax Allowance, Green Income Tax Exemption, and Green Technology Financing Scheme 2.0 cater to various aspects of green technology assets, services, and investments. The Malaysian Ministry of Economy is exploring incentivizing green energy transition through structured financing, instead of direct subsidies.\n\nThe NETR’s objectives, namely for renewable energy to cover 31% of the national energy needs by 2025 and the complete decarbonization of Malaysia’s electricity by 2050, signal a notable reduction in reliance on traditional fossil fuels such as oil and gas. As the country diversifies the sources of its energy supply, the Malaysian Government appears to be heading towards reducing the long-term demand for conventional fossil fuels. The current Minister of Economy has indicated that it is not sustainable, both from a financial and environmental perspective, to rely on fossil fuels as the primary energy source of the country.\n\nThe release of the National Climate Change Policy (NCCP) 2.0 in 2024 also outlines the Malaysian government’s strategy to reduce greenhouse gases, by amongst others enhancing efforts to increase renewable energy (RE) capacity and the percentage of electricity generated from renewable energy. Further, on 6 March 2025, the Carbon Capture, Utilization and Storage Bill 2025 was passed by Malaysia’s House of Representatives. This Bill provides for, amongst others the establishment of the Carbon Capture, Utilization and Storage Agency which shall regulate owners and operators of carbon capture installations, transporters of carbon dioxide obtained through carbon capture and any persons utilizing carbon dioxide obtained through carbon capture.\n\nThailand\n\nBelieving in the continued petroleum potential of production fields in Thailand for at least another 10 years, and with current demand exceeding available petroleum products in Thailand, the Department of Mineral Fuels (“Thai DMF”) under the Ministry of Energy of Thailand (“Thai MOE”), the governmental agency responsible for promoting, supporting, and accelerating the national energy supply, including E&P, is taking actions to encourage continuous investment in domestic E&P. This includes the enforcement of regulations related to the determination of blocks or areas for petroleum E&P, the determination of financial regime (i.e., concession contracts, production sharing contracts (PSC), and service contracts), together with promotion and facilitation of the E&P-related operators, namely concessionaries and contractors. According to Thai DMF’s annual report 2025, PTTEP, along with its subsidiaries and affiliates, collectively a top ten customer of our Group in revenues, is among the top five of the E&P investors in Thailand for the year 2025. Nonetheless, in line with the Thai MOE’s policy on reducing GHG emissions and Thailand’s initial draft of the Climate Change Act, various energy-related policies and the enforcement of the drafted Climate Change Act, including its implementation, could potentially result in us and/or our customers being obligated to comply with mandatory GHG emissions mitigation measures, which could be costly and have a significant impact on our business.\n\nSingapore\n\nIt is not presently anticipated that such compliance would result in any material impact on the results of our operations or our ability to conduct our business as presently conducted.\n\n \n\n10\n\n[Table of Contents](#toc_page)\n\n \n\nInternational governments and agencies continue to evaluate and promulgate legislation and regulations that are focused on reducing GHG emissions. Compliance with GHG emission regulations applicable to our or our customers’ operations may have significant implications that could adversely affect our business and operating results in the fossil-fuel sectors.\n\nSaudi Arabia\n\nInternational developments focused on restricting GHG emissions include the United Nations Framework Convention on Climate Change (“UNFCCC”), which includes implementation of the Paris Agreement and the Kyoto Protocol by the signatories; the Glasgow Climate Pact; the European Union Emission Trading System; and Article 8 of the European Union Energy Efficiency Directive. While some of the jurisdictions we operate in currently do not enforce any policies focused on reducing GHG emissions, caps or fees on carbon emissions, such policies could be established prospectively and the cost of such caps or fees could disproportionately affect the fossil-fuel sectors. These initiatives could potentially translate into legislative and regulatory actions within Saudi Arabia aimed at mitigating GHG emissions.\n\nKSA is a party to the UNFCCC which includes the Kyoto Protocol and the Paris Agreement. As a participant in the UNFCCC, KSA may face pressures to adopt stricter environmental regulations or carbon pricing mechanisms, which could directly impact the operations of companies operating within its jurisdiction. Additionally, on the local level, KSA has taken the initiative to reduce GHG emissions, where various energy efficiency programs have been implemented to reduce the overall energy consumption and, consequently, lower GHG emissions. It is also worth noting that as part of the KSA national goals defined in Vision 2030, KSA is committed to more environmental sustainability and reducing the carbon intensity of the economy. On October 9, 2023 KSA announced a Greenhouse Gas Crediting and Offsetting Mechanism (“GCOM”) which would allow companies to balance their excess emissions by buying credits from projects that voluntarily cut GHG emissions. KSA’s recent announcement of the Greenhouse Gas Crediting and Offsetting Mechanism (GCOM) suggests a growing emphasis on incentivizing emissions reductions, which may entail additional compliance costs for businesses.\n\nMalaysia\n\nMalaysia, in recent years has strengthened its commitment on the international stage by being a party to various treaties and agreements in this area. Malaysia is a signatory to the Paris Agreement and has ratified the same on November 17, 2016. Whilst Malaysia has taken steps towards formulating the NETR , it’s worth noting that at its current state, these plans are not mandatory for businesses. The NETR aims to guide Malaysia’s shift towards sustainable and renewable energy sources, by emphasizing long-term energy sustainability and reducing dependency on traditional fossil fuels. However, the implementation of strategies outlined in the NETR is currently focused on national policy frameworks and energy infrastructure development, instead of imposing binding regulations on businesses. The Malaysian government’s commitment to upholding and implementing the commitments outlined in the Paris Agreement is also outlined in the recent passing of the Carbon Capture, Utilization and Storage Bill 2025, which directly references the Paris Agreement. Further, the Malaysian government has, in 2024 released new policies such as the Circular Economy Policy Framework for the Manufacturing Sector in Malaysia and the NCCP 2.0 which sets out the objectives and measures to further reduce emissions. The implementation of these agreements and other existing or future regulatory mandates, may adversely affect the demand for our products and services, require us or our customers to reduce GHG emissions or impose taxes on us or our customers, all of which could have a material effect on our results of operations.\n\nThailand\n\nThailand has committed to fight the global climate crisis as a responsible member of global community. Thailand therefore became a party to the UNFCCC in 1994, and subsequently ratified both the Kyoto Protocol and the Paris Agreement in 2002 and 2016, respectively. In the process of implementing relevant provisions under the UNFCCC and the Paris Agreement, Thailand has gradually formulated and developed its climate change strategies, policies, plans and institutional framework. The National Climate Change Policy Committee Meeting in Thailand has designated the Office of Energy Policy and Planning under the Ministry of Energy of Thailand as a key governmental agency responsible for focusing on reducing GHG emissions in the energy sector. Motivated by its commitments under the Paris Agreement, Thailand approved a draft of its first climate legislation in March 2021 — the Climate Change Act, which obliges key agencies, including the private sector, to report data on activities contributing to GHG emission, and efforts to integrate carbon pricing mechanisms, such as carbon tax and/or carbon market. The draft legislation is currently under development through collaboration and discussions among governmental agencies, relevant experts, and the private sector. The public hearing process for this draft legislation was conducted by the Department of Climate Change and Environment under the Ministry of Natural Resources and Environment of Thailand (“Thai DCCE”) across 6 regions of Thailand from February 14, 2024, to March 26, 2024. Following the public hearing, the draft legislation will be presented to the Cabinet for approval. Subsequently, on March 27, 2025, the Cabinet passed a resolution acknowledging the draft legislation and instructing the Ministry of Natural Resources and Environment to further propose the draft legislation to the Thai Parliament for approval. While the GHG emissions reduction mechanisms in Thailand are currently voluntary, many public limited companies, including OMS (Thailand)’s customers (e.g., PTT Exploration and Production Public Company Limited), have internal policies to reduce GHG emissions. Upon enactment of the Climate Change Act, it could potentially result in us and/or our customers being obligated to comply with the mandatory GHG emissions mitigation measures, which in time could have a material effect on our results of operations.\n\n \n\n11\n\n[Table of Contents](#toc_page)\n\n \n\nIndonesia\n\nIndonesia’s commitment to addressing climate change has been demonstrated through Indonesia’s active role in every climate change agenda. Indonesia’s commitment began when the Government of Indonesia adopted the results of the Stockholm Conference, Sweden, 1972 (1st decade, 1972 – 1982). In the next decade (2nd decade, 1982 – 1992), Indonesia ratified various international conventions related to the environment, such as the Law of the Sea, the Protection of the World Cultural and National Heritage, the International Plant Protection Convention, and the ASEAN Agreement on the Conservation of Nature and Natural Resources. In the third decade (3rd decade, 1992 – 2002), Indonesia participated in the Earth Summit in Rio de Janeiro, Brazil (1992). The two conventions resulting from the Rio Conference (the Convention on Biological Diversity/CBD and the United Nations Framework Convention on Climate Change/UNFCCC) were ratified by Indonesia through Law No. 5/1994 and Law No. 6/1994. As a party to the UNFCCC (Non-Annex I countries), Indonesia continues to participate in the Conference of the Parties (COP), which is the annual meeting of the parties to the UNFCCC. Furthermore, Indonesia agreed to adopt the Kyoto Protocol as a result of the COP-3 1997. In 1999, Indonesia submitted the Initial National Communication (INC) as a UNFCCC mandate to state parties. Indonesia’s commitment to addressing climate change was further strengthened in the 5th decade, (2012 – 2022). Indonesia adopted and ratified the Paris Agreement as the main result of COP-21 in Paris in 2015 through Law No. 16 of 2016.\n\nIn accordance with the Paris Agreement to achieve the goal of reducing global average temperatures to under 2 °C, Indonesia submitted its first NDC outlining Indonesia’s transition to a low-emission and climate-resilient future to the UNFCCC in 2016. Indonesia’s commitment to adaptation is to increase economic resilience, social and livelihood resilience, as well as ecosystem and landscape resilience. This commitment is then translated into a viable concept: the NDC Roadmap on Adaptation (2020). Besides, the Government of Indonesia has also successfully submitted the Third National Communication in 2018. In 2021, the commitment of the Indonesian Government to respond to global issues of future climate change was strengthened by submitting the Updated NDC and the Long-Term Strategy for Low Carbon and Climate Resilience 2050 which generally describes Indonesia’s commitment to increase the resilience of ecosystems and livelihoods in the face of current and future impacts of climate change.\n\nIn recent years, the Indonesian government has introduced regulations mandating businesses to actively reduce greenhouse gas emissions. These regulations include President Regulation No. 98 of 2021, which introduced carbon pricing in Indonesia, and Financial Services Authority Regulation No. 14 of 2023, which established the carbon market in Indonesia. Specifically for the oil and gas industry, Presidential Regulation No. 14 of 2024 mandates the implementation of carbon capture and storage to reduce emissions. While carbon capture and storage policies tend to focus on upstream activities, which may not immediately address the obligations of supporting activities to reduce greenhouse gas emissions, it is nevertheless is essential for supporting activities to align with Indonesia’s targets for reducing carbon emissions and achieving NDC targets.\n\nSingapore\n\nIt is not presently anticipated that such compliance would adversely affect our business and operating results in the fossil-fuel sector.\n\nVoluntary initiatives to reduce GHG emissions, as well as increased climate change awareness, may result in increased costs for the oil and gas industry to curb greenhouse gas emissions and could have an adverse impact on demand for oil and natural gas.\n\nThere are various corporate and non-governmental initiatives that are focused on voluntary reductions of GHG emissions. These developments, and public perception relating to climate change, may shift demand from oil and natural gas towards an investment in relatively lower carbon emitting energy sources and alternative energy solutions. If, for example, new energy sources become more competitive than oil and natural gas globally, it could have a material effect on our results of operations.\n\nOur backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future revenues and earnings.\n\nThe revenues projected in our backlog may not be realized or, if realized, may not result in profits. All of the projects currently included in our backlog are subject to change and/or termination at the option of the customer. In case of a change or termination, the customer is generally required to pay us for work performed and other costs necessarily incurred as a result of the change or termination.\n\nWe can give no assurance that our backlog will remain at current levels. Sales of our products are affected by prices for oil and natural gas, which have fluctuated significantly and may continue to do so in the future. Contracts denominated in foreign currency are also affected by changes in exchange rates, which may have a negative impact on our backlog.\n\nWhen drilling and production levels are depressed, a customer may no longer need the equipment or services currently under contract or may be able to obtain comparable equipment or services at lower prices. As a result, customers may delay projects, exercise their termination rights or attempt to renegotiate contract terms. Our contracts also contain “termination for convenience” clauses, which entitle the counterparty to terminate the contract due to potentially unforeseen circumstances.\n\n \n\n12\n\n[Table of Contents](#toc_page)\n\n \n\nContinued declines in, or sustained low levels of, oil and natural gas prices could also reduce new customer orders, possibly causing a decline in our future backlog. If we experience significant project terminations, suspensions or scope adjustments to contracts reflected in our backlog, our financial condition, results of operations and cash flows may be adversely impacted.\n\nWe may lose money on fixed-price contracts.\n\nA portion of our business consists of the designing, manufacturing, and selling of our equipment for major projects pursuant to competitive bids and is performed on a fixed-price basis. Under these contracts, we are typically responsible for all cost overruns, other than the amount of any cost overruns resulting from requested changes in order specifications. Our actual costs and any gross profit realized on these fixed-price contracts may vary from the estimated amounts on which these contracts were originally based. This may occur for various reasons, including:\n\n•\nerrors in estimates or bidding;\n\n•\ndefects occurring during the manufacturing process;\n\n•\nchanges in availability and cost of labor and materials;\n\n•\nvariations in productivity from our original estimates; and\n\n•\nmaterial changes in foreign currency exchange rates.\n\nThese variations and the risks inherent in our projects may result in reduced profitability or losses on projects. Depending on the size of a project, variations from estimated contract performance could have a material adverse impact on our operating results.\n\nOur customers’ industries are undergoing continuing consolidation that may impact our results of operations.\n\nThe oil and gas industry is rapidly consolidating and, as a result, some of our largest customers have consolidated and are using their size and purchasing power to seek economies of scale and pricing concessions. This consolidation may result in reduced capital spending by some of our customers or the acquisition of one or more of our primary customers, which may lead to decreased demand for our products and services. We cannot assure you that we will be able to maintain our level of sales to a customer that has consolidated or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of our primary customers may have a significant negative impact on our results of operations, financial position or cash flows. We are unable to predict what effect consolidations in the industry may have on price, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers or our ability to negotiate favorable agreements with our customers.\n\nImpairment in the carrying value of long-lived assets, inventory and intangible assets could negatively affect our operating results.\n\nWe evaluate our property and equipment for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable, and we could incur additional impairment charges related to the carrying value of our long-lived assets.\n\nLong-lived assets, including property, plant and equipment and definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. We evaluate our property and equipment and definite-lived intangible assets for impairment whenever changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Should the review indicate that the carrying value is not fully recoverable, the amount of the impairment loss is determined by comparing the carrying value to the estimated fair value. We assess recoverability based on undiscounted future net cash flows. Estimating future net cash flows requires us to make judgements regarding long-term forecasts of future revenues and costs related to the assets subject to review. These forecasts are uncertain in that they require assumptions about our revenue growth, operating margins, capital expenditure, future market conditions and technological developments. If changes in these assumptions occur, our expectations regarding future net cash flows may change such that a material impairment could result. As of the date of this annual report, we have not incurred any long-lived asset write-downs.\n\nDuring the year ended March 31, 2026, Brent crude oil prices fluctuated significantly, with a high of $103.13 per barrel, a low of $62.54 per barrel, and an average of approximately $70.39 per barrel. Although crude oil prices recovered in the financial year ended March 31, 2026, continued volatility in market conditions may further deteriorate the financial performance or future prospects of our operating segments from current levels, which may result in an impairment of long-lived assets or inventory and negatively impact our financial results in the period of impairment.\n\n \n\n13\n\n[Table of Contents](#toc_page)\n\n \n\nWe depend on our customers’ willingness to undertake drilling and completion spending.\n\nOther factors over which we have no control that could affect our customers’ willingness to undertake drilling and completion spending activities include:\n\n•\nthe level of prices, and expectations about prices, for oil and natural gas;\n\n•\ndomestic and foreign supply of and demand for oil and natural gas;\n\n•\nthe level of domestic and global oil and natural gas production;\n\n•\nthe availability, pricing and perceived safety of pipeline, trucking, train storage and other transportation capacity;\n\n•\nthe supply of and demand for oilfield services and equipment;\n\n•\nlead times associated with acquiring equipment and availability of qualified personnel;\n\n•\nthe cost of exploring for, developing, producing and delivering oil and natural gas;\n\n•\nthe expected rates of decline in production from existing and prospective wells;\n\n•\nthe discovery rates of new oil and natural gas reserves;\n\n•\nlocal regulation of oilfield service activities, as well as E&P activities, including public pressure on governmental bodies and regulatory agencies to regulate our industry;\n\n•\nadverse weather conditions, including hurricanes, that can affect oil and natural gas operations over a wide area;\n\n•\noil refining capacity;\n\n•\nmerger and divestiture activity among oil and gas producers;\n\n•\nthe political environment in oil and natural gas producing regions, including uncertainty or instability resulting from civil disorder, terrorism or war;\n\n•\nworldwide political, military and economic conditions;\n\n•\nactions of the Organization of the Petroleum Exporting Countries, its members and other state-controlled oil companies relating to oil and natural gas price and production levels, including announcements of potential changes to such levels;\n\n•\nadvances in exploration, development and production technologies or in technologies affecting energy consumption;\n\n•\nactivities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas; and\n\n•\nthe price and availability of alternative fuels and energy sources.\n\nConservation measures and technological advances could reduce demand for oil and natural gas.\n\nFuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. We cannot predict the impact of the changing demand for oil and natural gas services, and any major changes may have a material adverse effect on our business, financial condition and results of operations.\n\nWe have operated at a loss in the past, and there is no assurance of our profitability in the future.\n\nHistorically, we have experienced periods of low demand for our services and have incurred operating losses. In the future, we may not be able to reduce our costs or increase our revenues sufficiently to achieve or maintain profitability and generate positive operating income. Under such circumstances, we may incur further operating losses and experience negative operating cash flow.\n\n \n\n14\n\n[Table of Contents](#toc_page)\n\n \n\nOur business may be adversely affected by a deterioration in general economic conditions or a weakening of the broader energy industry.\n\nThe oil and gas industry has historically been both cyclical and seasonal. Activity levels are driven primarily by E&P company capital spending, well completions and workover activity, the geological characteristics of the producing wells and their effect on the services required to commence and maintain production levels, and our customers’ capital and operating budgets. All of these indicators are driven by commodity prices, which are affected by both domestic and global supply and demand factors. A prolonged economic slowdown, a global recession, adverse events relating to the energy industry and local, regional and national economic conditions and factors, particularly a slowdown in the E&P industry, could negatively impact our operations and therefore adversely affect our results. The risks associated with our business are more acute during periods of economic slowdown or recession because such periods may be accompanied by decreased spending by our customers.\n\nWe may need to obtain additional capital or financing to fund expansion of our asset base, which could increase our financial leverage, or we may not be able to finance our capital needs.\n\nWe are involved in a capital and asset intensive business. In order to expand our asset base, we may need to make significant capital expenditures. If we do not make sufficient or effective capital expenditures, we will be unable to organically expand our business operations.\n\nWe intend to fund our future capital expenditures primarily with cash flows from operating activities and existing cash balances. To the extent our cash and cash flows from operating activities are not sufficient, we could borrow under the various bank facilities extended to us. If our cash, cash flows from operating activities and borrowings under bank facilities are not sufficient to fund our capital expenditures, we would be required to fund these expenditures through the incurrence of additional debt or the issuance of debt or equity securities or pursue alternative financing plans, such as refinancing or restructuring future debt, selling assets or reducing or delaying acquisitions or capital investments, such as planned upgrades or acquisitions of equipment and refurbishments of equipment, even if previously publicly announced.\n\nThe terms of any future debt and equity instruments may restrict us from adopting some of these alternatives. If debt and equity capital or alternative financing plans are not available on favorable terms or at all, we would be required to curtail our capital spending, and our ability to sustain or improve our profits may be adversely affected. Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial condition at such times, among other things. Any refinancing of our debt could be at higher interest rates and may require us to comply with onerous covenants, which could further restrict our business operations. In addition, incurring debt would result in interest expense and financial leverage, and issuing Ordinary shares may result in significant dilution to our current shareholders.\n\nWe are dependent on a small number of key customers for continued sale of our products and services.\n\nOur revenue is concentrated among a small number of customers. For the years ended March 31, 2026, March 31, 2025, and for the period from April 1, 2023 to March 31, 2024, our top ten customers accounted for approximately 88%, 91%, and 88% of our revenue, respectively.\n\nNotably, for the year ended March 31, 2026, Saudi ARAMCO alone contributed 57% of our total revenue. Given ARAMCO’s significance to our business, our financial performance is substantially dependent on its continued demand. Any reduction in orders, changes in procurement policies, operational disruptions, or broader industry downturns affecting ARAMCO could materially impact our revenue and profitability.\n\nWe acknowledge that this high reliance on a single customer presents a concentration risk. To mitigate this, we are actively working to diversify our customer base by expanding sales to other major oil and gas operators in MENA, Asia Pacific, and other international markets. While ARAMCO remains a key strategic partner, we are pursuing initiatives to strengthen relationships with other clients to reduce dependency on any one customer.\n\nIf any of our key customers were to reduce or cease business with us, it could materially affect our financial condition and results of operations. Although we are taking steps to develop long-term relationships and expand our customer base, we remain exposed to customer concentration risk. Furthermore, if any of our customers were to experience financial difficulties or cease operations, it could have a significant adverse impact on our business.\n\nInvestors should be aware that, despite our efforts to mitigate these risks, customer concentration remains a key factor that could materially affect our business performance.\n\n \n\n15\n\n[Table of Contents](#toc_page)\n\n \n\nShortages or increases in the costs of the equipment we use in our operations could adversely affect our operations in the future.\n\nWe generally do not have long-term contracts in place that provide for the delivery of equipment, including, but not limited to, replacement parts and other equipment. We could experience delays in the delivery of the equipment that we have ordered and its placement into service due to factors that are beyond our control. Demand by other oilfield services companies and numerous other factors beyond our control could adversely affect our ability to procure equipment that we have not yet ordered or cause the prices of such equipment to increase. Price increases, delays in delivery and interruptions in supply may require us to increase capital and repair expenditures and incur higher operating costs. Each of these could have a material adverse effect on our business, financial condition and results of operations.\n\nWe are dependent on a small number of suppliers for key goods and services that we use in our operations.\n\nOur business heavily relies on external suppliers for various goods and services crucial to our operations. We lack long-term contracts with many of these suppliers, especially for high-volume goods like conductor casing and pipes. This dependence exposes us to several challenges. Periods of high demand often coincide with decreased availability and inflated prices for these goods. Additionally, our reliance on a limited number of suppliers magnifies the impact of disruptions or price fluctuations. Our top ten suppliers collectively accounted for approximately 69%, 78% and 75% of all our purchases during the years ended March 31, 2026 , March 31, 2025, and for the period from April 1, 2023 to March 31, 2024, respectively.\n\nDifficulties faced by our suppliers, such as shortages, delays, or cost increases, can have a ripple effect on our business. Furthermore, A variety of factors can disrupt our suppliers’ ability to deliver, including capacity constraints, labor disputes, economic downturns, and changes in raw material costs. Natural disasters, political instability, and even terrorism can also create production or delivery disruptions. These disruptions can lead to increased prices from our suppliers, impacting our profitability, or even an unfavorable allocation of products, leaving us with insufficient supplies. Therefore, we may struggle to fulfill customer demands, potentially leading to a decline in revenue and strained relationships. These risks associated with our supplier dependence can have a significant negative impact on our business and results of operations.\n\nOur inability to develop, obtain or implement new technology may cause us to become less competitive.\n\nThe energy services industry is subject to the introduction of new drilling, completion and well intervention techniques using new technologies, some of which may be subject to patent protection or costly to obtain. As competitors and others use or develop new technologies in the future, we may be placed at a competitive disadvantage if we fail to keep pace with technological advancements within our industry. Furthermore, we may face competitive pressure to implement or acquire certain new technologies at a substantial cost. Some of our competitors may have greater financial, technical and personnel resources that may allow them to enjoy technological advantages and implement new technologies before we can. We cannot be certain that we will be able to implement new technologies on a timely basis or at an acceptable cost. Thus, limits on our ability to effectively use and implement new and emerging technologies may have a material adverse effect on our business, financial condition and results of operations.\n\nWe and our customers are subject to local laws and regulations regarding issues of health, safety, climate change and the protection of the environment, under which we or our customers may become liable for penalties, damages or costs of remediation or other corrective measures. Changes in such laws or regulations could increase our or our customers’ costs of doing business and adversely impact our business, financial condition and results of operations.\n\nOur operations and our customers’ operations are subject to local laws and regulations, including those relating to, among other things, protection of natural resources, wetlands, endangered species, the environment, health and safety, waste management, waste disposal and the transportation of waste and other materials. Many of the facilities that are used for our operations are leased, and such leases include varying levels of indemnity obligations to the respective landlords for environmental matters related to our use and occupation of such facilities. Our ongoing operations and our customers’ operations may pose risks of environmental liability, including leakage from operations to surface or subsurface soils, surface water or groundwater. Some environmental laws and regulations may impose strict liability, joint and several liability, or both. Additionally, an increase in regulatory requirements affecting oil and gas exploration and completion activities could significantly delay or interrupt our customers’ operations. Increased costs of regulatory compliance, claims for liability or sanctions for noncompliance and related costs could cause us or our customers to incur substantial costs or losses. Clean-up costs and other damages resulting from any contamination-related liabilities and costs associated with changes in and compliance with environmental laws and regulations could result in the reduction or discontinuation of our or our customers’ operations and in a material adverse effect on our business, financial condition and results of operations.\n\nPertaining to Saudi Arabia, several environmental compliance requirements are in place in the context of manufacturing facilities, including but not limited to procuring the environmental approval to operate the manufacturing facility and the disposal of wastes. Any breach of the applicable regulations would trigger a penalty. Further, the Saudi government has, from time to time, considered adopting legislation to reduce emissions of greenhouse gases. In Saudi Arabia, this intent has shown through Vision 2030, attending and participating at COP26, ratifying the UNFCCC, and more recently implementing the GCOM.\n\n \n\n16\n\n[Table of Contents](#toc_page)\n\n \n\nPertaining to Thailand, driven by obligations under the Paris Agreement to which Thailand ratified in 2016, Thailand has gradually formulated and developed its climate change strategies, policies, plans and institutional framework over time. Currently, Thailand’s GHG emissions are a national policy and framework, and the GHG emissions reduction mechanisms are currently voluntary. Thai government is in the process of approving the draft Climate Change Act by the Cabinet to mandatorily regulate GHG emissions, paving the way for a low-carbon society which falls under the supervision of the Thai DCCE. The key provision of this draft Climate Change Act involves imposing obligations on private sectors, such as factory operators, energy operators, owners of controlled factories and buildings under the energy conversation promotion law, to provide information regarding GHG emissions. Private sectors failing to provide GHG-related information to Thai DCCE or the relevant state agencies without reasons or concealing GHG-related information will be subject to administrative penalties.\n\nPertaining to Brunei, Brunei is a party to the United Nations Framework Convention on Climate Change and acceded to the Kyoto Protocol on 20 August 2009. Brunei also ratified the Paris Agreement on September 21, 2026 and has reflected its commitment to reduce greenhouse gas emissions in the National Climate Change Policy 2020. Under this policy the Government is expected to take steps (including adopting new regulations/legislation) designed to reduce greenhouse gas emissions by 10% by 2035, introduce carbon reporting, carbon pricing and increase Brunei’s total share of renewable energy to at least 30% of total capacity.\n\nIn relation to carbon pricing, the Brunei Climate Change Secretariat issued a directive on 19 April 2023 mandating quarterly and annual reporting of greenhouse gas emissions for monitoring purposes. Apart from this, no specific regulations or policies have been enacted to implement these measures to date.\n\nPertaining to Singapore, Singapore has ratified the UNFCCC in 1997 and acceded to the Kyoto Protocol in 2006. Singapore also ratified the Paris Agreement on September 21, 2016 in New York. Singapore launched its Climate Action Plan in July 2016, which details its approach to reduce carbon emissions up to 2030 and is reflected in Singapore’s climate pledge under the UNFCCC. Singapore currently has in place the Carbon Pricing Act 2018, the Carbon Pricing (Measurement, Reporting and Verification) Regulations 2018, Carbon Pricing (Registration and General Matters) Regulations 2018, Carbon Pricing (Carbon Tax, Carbon Credits and Registries) Regulations 2020 and the Energy Conservation Act 2012. The carbon tax rate is currently S$25 per ton of CO2 equivalent of GHG emitted, for the years 2024 to 2025 and will be raised to S$45 per ton in 2026 and 2027. It is anticipated that the legislative burden is likely to increase in the near future, with a view to reaching S$50 to S$80 per ton by the year 2030.\n\nPertaining to Malaysia, the Malaysian Minister of Natural Resources, Environment and Climate Change and the Department of Environment oversee and enforce various pieces of environmental-related legislation, namely the Environmental Quality Act 1974 (“EQA”). The EQA empowers the Minister to establish regulations concerning environmentally hazardous substances and emission of pollutants. Malaysia’s National Budget for 2025 also revealed plans by the Malaysian government to introduce a “carbon tax” on “iron, steel and energy industries” by 2026, to promote the use of low-carbon technology. As at the date of this statement, no further details (e.g. the scope of the tax, the tax rate etc.) have been revealed/confirmed.\n\nPertaining to Indonesia, as a commitment after ratifying the Paris Agreement through Law No. 16 of 2016, the Government of Indonesia has issued Presidential Regulation Number 98 of 2021 on Carbon Economic Value (“PR 98/2021”) which legalized the implementation of carbon pricing in Indonesia. This regulation expressed Indonesia’s commitment to combat climate change and fulfill National Determined Contributions (NDC) obligations under the Paris Agreement to reduce carbon emissions by using economic instruments. Following the PR 98/2021, the Minister of Environment and Forestry Regulation Number 21 of 2022 (“MEFR 21/22”) on the Guidelines on Carbon Economic Value Implementation to regulate technical matter of carbon pricing in Indonesia. Indonesia has also established the National Registry System since 2016 to provide data and information regarding climate action. Indonesia is actively improving this system to ensure transparency in monitoring climate action mandated by Paris Agreement.\n\nDelays by us or our customers in obtaining permits or the inability by us or our customers to obtain or renew permits could impair our business.\n\nWe and our customers are required to obtain permits from one or more governmental agencies in order to perform certain activities. Such permits are typically required by local governmental agencies. The requirements for such permits vary depending on the type of operations, including the location where our customers’ drilling and completion activities will be conducted. As with all governmental permitting processes, there is a degree of uncertainty as to whether a permit will be granted, the time it will take for a permit to be issued and the conditions that may be imposed in connection with the granting of the permit. Certain regulatory authorities have delayed or suspended the issuance of permits while the potential environmental impacts associated with issuing such permits can be studied and appropriate mitigation measures evaluated. Permitting delays, an inability to obtain or renew permits or revocation of our or our customers’ current permits could cause a loss of revenue and could materially and adversely affect our business, financial condition and results of operations.\n\n \n\n17\n\n[Table of Contents](#toc_page)\n\n \n\nIncreased labor costs or the unavailability of skilled workers could hurt our business, financial condition and results of operations.\n\nWe are dependent upon a pool of available skilled employees to operate and maintain our business in the Jurisdictions we operate in. We compete with other oilfield services businesses and other similar employers to attract and retain qualified personnel with the technical skills and experience required to provide the highest quality service. The demand for skilled workers is high and the supply is limited, and a shortage in the labor pool of skilled workers or other general inflationary pressures or changes in applicable laws and regulations could make it more difficult for us to attract and retain personnel and could require us to enhance our wage and benefits packages thereby increasing our operating costs.\n\nAlthough our employees are not covered by any collective bargaining agreement or organizational union except for Singapore, efforts could occur and, if successful, could increase our labor costs. OMS (Singapore) has entered into a collective agreement with the Shipbuilding & Marine Engineering Employees’ Union of Singapore, providing that all locally engaged hourly and non-exempt salaried employees of OMS (Singapore) (save for managerial, supervisory, professionals, confidential, probationary employees, and any temporary employees/contractors) shall receive employment agreements incorporating the terms and conditions set out in the collective agreement. OMS (Singapore) has also adopted the following standards under the set of Tripartite Standards: (a) Recruitment Practices; (b) Grievance Handling; (c) Flexible Work Arrangements; and (d) Employment of Term Contract Employees. The Tripartite Standards complement Singapore employment laws, Tripartite Guidelines and Advisories to increase the adoption of fair and progressive workplace practices in Singapore. By being recognized as a progressive employer, the Tripartite Standard logo can be used in publicity and recruitment materials, helping organizations with good practices distinguish themselves.\n\nFor Saudi Arabia, while Saudi Labor Law does not provide for a collective bargaining mechanism or the explicit establishment of trade unions, workers councils and committees could be established to safeguard the employees’ rights. A significant increase in the wages paid by competing employers or the unionization of groups of our employees could result in increases in the wage rates that we must pay. This may be particularly the case in KSA in light of the recent introduction of the Nitaqat program which would encourage the OMS (Saudi) to hire more Saudi nationals to benefit from the program, resulting in an increase in the cost of labor.\n\nLikewise, laws and regulations to which we are subject, in the various jurisdictions we operate in, such as the Labor Protection Act B.E. 2541 (A.D. 1998) (as amended), the Labor Relation Act B.E. 2518 (A.D. 1975) (as amended), and the Announcement of the Wage Committee on Minimum Wage Rate (as amended), the Occupational Safety, Health and Environment Act B.E. 2554 (A.D. 2011) (as amended), the Workmen’s Compensation Act B.E. 2537 (A.D. 1994) (as amended) of Thailand, the Employment Act 1955 of Malaysia, Minimum Wages Order 2024 of Malaysia, the Occupational Safety and Health Act 1994 of Malaysia, Law No. 13 of 2003 as amended by Law No. 6 of 2023 on Manpower of Indonesia, which govern such matters as minimum wage, overtime and other working conditions, can increase our labor costs or subject us to liabilities to our employees.\n\nWhile there is no minimum statutory wage applicable to the oil and gas industry in Brunei, there are guidelines stipulating certain wage thresholds. The Department of Energy has issued a Reasonable Wage for the Oil and Gas Industry in Brunei Darussalam (“LBD RW”) which all oil and gas operators, along with their contractors, subcontractors, are required to comply with.\n\nUnder the LBD RW, local employees (a) without educational qualifications or with qualifications not higher than a National Diploma (ND) or its equivalent; and (b) are working in drilling rigs, well services, marine industries and offshore works in particular, are entitled to be paid a reasonable basic wage as follows:\n\n(i)\nOnshore — B$700.00 per month (for technical workers only);\n\n(ii)\nOffshore — B$1,000.00 per month (for all workers including technical & non-technical workers offshore).\n\nThe Manpower Planning and Employment Council has released a non-binding salary guideline for several industries, including the Energy sector. The salary guideline lists specific employment roles and suggests a salary range for each based on entry qualifications and years of experience.\n\nTherefore, our operations are also exposed to risks of claims for alleged employment-related liabilities, including risks of claims related to alleged wrongful termination or discrimination, wage payment practices, retaliation claims and other human resource related matters. We cannot assure you that labor costs will not increase. Increases in our labor costs or unavailability of skilled workers could impair our capacity, diminish our profitability and have a material adverse effect on our business, financial condition and results of operations.\n\n \n\n18\n\n[Table of Contents](#toc_page)\n\n \n\nWe may be unable to retain personnel who are key to our operations.\n\nOur success, among other things, is dependent on our ability to attract, develop and retain highly qualified senior management and other key personnel. Competition for key personnel is intense, and our ability to attract and retain key personnel is dependent on a number of factors, including prevailing market conditions and compensation packages offered by companies competing for the same talent. The key personnel in our company includes Mr. How Meng Hock, the CEO of our Company, Mr. Kevin Yeo, the CFO of our Company, Ms. Tan Si Hui (Group Engineering Manager), Mr. Januar Pribadi (Indonesia Country Manager), Komkrit Aumnuauykiat (Thailand Country Manager), Mohd Ismail bin Mohammed Hatta (Malaysia Country Manager) and Mr. Shaun Bradley (Saudi Country Manager). The inability to hire, develop and retain these key employees may adversely affect our business, financial condition, and results of operations.\n\nWe may be unable to implement price increases or maintain existing prices on our services.\n\nWe periodically seek to increase the prices of our services to offset rising costs and to generate higher returns for our shareholders. However, we operate in a very competitive industry and as a result, we are not always successful in raising, or maintaining, our existing prices. Additionally, during periods of increased market demand, a significant amount of new service capacity, including new well service rigs, wireline units and coiled tubing units, may enter the market, which also puts pressure on the pricing of our services and limits our ability to increase prices.\n\nEven when we are able to increase our prices, we may not be able to do so at a rate that is sufficient to offset our rising costs. In periods of high demand for oilfield services, a tighter labor market may result in higher labor costs. During such periods, our labor costs could increase at a greater rate than our ability to raise prices for our services. Also, we may not be able to successfully increase prices without adversely affecting our activity levels. The inability to maintain our pricing and to increase our pricing as costs increase could have a material adverse effect on our business, financial condition, and results of operations.\n\nWe operate in highly competitive markets and our failure to compete effectively may negatively impact our business, financial condition and results of operations.\n\nThe markets in which we operate are highly competitive. Price competition, equipment availability, location and suitability, experience of the workforce, safety records, reputation, operating integrity and the condition of equipment are all factors used by customers in awarding contracts. Our competitors are numerous and may have greater financial and technological resources than we do. Contracts are traditionally awarded on the basis of competitive bids or direct negotiations with customers via fixed-price, turnkey contracts and transactional agreements, followed by technical and commercial evaluations prior to the contract being awarded. The competitive environment has intensified as recent mergers among E&P companies have reduced the number of available customers. The fact that certain oilfield services equipment is mobile and can be moved from one market to another in response to market conditions heightens the competition in the industry. In addition, any increase in the supply of oilfield services equipment could have a material adverse impact on market prices. This increased supply could also require higher capital investment to keep our services competitive. For our premium connection business in jurisdictions other than Singapore, the licenses that we have obtained are strictly for services and sales within the country where the license has been issued. For example, the premium threading license we have in Malaysia are only to serve customers based within Malaysia.\n\nSome of our competitors may have greater financial, technical, marketing and personnel resources than we do. The larger size of many of our competitors provides them with cost advantages as a result of their economies of scale and their ability to obtain volume discounts and purchase raw materials at lower prices. As a result, such competitors may have stronger bargaining power with their suppliers and have an advantage over us in pricing as well as securing a sufficient supply of raw materials during times of shortage. Many of our competitors also have better brand name recognition, stronger presence in certain geographic markets, more established distribution networks, larger customer bases, more in-depth knowledge of the target markets, and the ability to provide a much broader array of services.\n\nSome of our competitors may also be able to devote greater resources to the research and development, promotion and sale of their services and products and better withstand the evolving industry standards and changes in market conditions as compared to us. Our operations may be adversely affected if our competitors introduce new products or services with better features, performance, prices or other characteristics than our products and services or expand into service areas where we operate. Our operations may also be adversely affected if our competitors are able to respond more quickly to new or emerging technologies and services and changes in customer requirements. Our future success and profitability will partly depend upon our ability to keep pace with our customers’ demands for awarding contracts.\n\nCompetitive pressures could reduce our market share or require us to reduce the price of our services and products, particularly during industry downturns, either of which could harm our business, financial condition and results of operations. Significant increases in overall market capacity have also caused active price competition and led to lower pricing and utilization levels for our services and products. Any significant future increase in overall market capacity for completion, intervention and production services may adversely affect our business, financial condition and results of operations.\n\n \n\n19\n\n[Table of Contents](#toc_page)\n\n \n\nIf we lose significant customers, significant customers materially reduce their purchase orders or significant programs on which we rely on are delayed, scaled back or eliminated, our business, financial condition and results of operations may be adversely affected.\n\nFor the year ended March 31, 2026, Saudi ARAMCO accounted for 57% of our total revenue. Given its significance to our business, our financial performance is heavily dependent on its continued demand. Any reduction in orders, changes in procurement policies, operational disruptions, or broader industry downturns affecting ARAMCO could materially impact our revenue and profitability. We acknowledge that this high reliance on a single customer presents a concentration risk, and we are actively working to diversify our customer base by expanding sales to other major oil and gas operators in MENA, Asia Pacific, and other international markets. While ARAMCO remains a key strategic partner, we are pursuing initiatives to strengthen relationships with other clients to reduce dependency on any one customer.\n\nOur significant customers change from year to year, depending on exploration and production (E&P) activity and demand for our services. For the years ended March 31, 2026, March 31, 2025, and for the period from April 1, 2023 to March 31, 2024, our top ten customers accounted for 88%, 91%, and 88% of our revenue, respectively. A reduction in purchases or the loss of a major customer — whether due to changes in drilling practices, acquisitions by competitors’ customers, in-sourcing, shifting business to a competitor, economic downturns, insolvency, service deficiencies, decreased production, or labor strikes — could materially impact our business, financial condition, and results of operations.\n\nDespite our efforts to diversify and develop long-term relationships, we remain exposed to customer concentration risk. Investors should be aware that any significant change in the business of our key customers could have a material adverse effect on our financial performance.\n\nWe may be unable to effectively and efficiently manage our equipment fleet as we expand our business, which could have an adverse effect on our business, financial condition and results of operations.\n\nWe have substantially expanded the size, scope and nature of our business, resulting in an increase in the breadth of our product offerings and an expansion of our business geographically. Business expansion places increasing demands on us to increase the inventories that we carry and/or our equipment fleet. For example, in recent years, we have added manufacturing facilities in Sattahip (Thailand), Duri and Jakarta (Bogor) (Indonesia) and Damman (Saudi Arabia). We must anticipate demand well out into the future in order to service our extensive customer base. The inability to effectively and efficiently manage our assets to meet current and future needs of our customers, which may vary widely from what is originally forecast due to a number of factors beyond our control, could have an adverse effect on our business, financial condition and results of operations.\n\nIncreased leverage could adversely impact our business, financial condition and results of operations.\n\nWe may incur additional debt to finance our operations or for future growth, including funding acquisitions. A high degree of leverage could have important consequences for us. For example, it could:\n\n•\nincrease our vulnerability to adverse economic and industry conditions;\n\n•\nrequire us to dedicate a substantial portion of cash from operations to the payment of debt service, thereby reducing the availability of cash to fund working capital, capital expenditures and other general corporate purposes;\n\n•\nlimit our ability to obtain additional financing for working capital, capital expenditures, general corporate purposes or acquisitions;\n\n•\nplace us at a disadvantage compared to our competitors that are less leveraged; and\n\n•\nlimit our flexibility in planning for, or reacting to, changes in our business and in our industry.\n\nOur ability to make payments on and refinance any debt that we may incur will depend on our ability to generate cash in the future from operations, financing or asset sales. Our ability to generate cash is subject to general economic, financial, competitive, legislative, regulatory and other factors that we cannot control. If we cannot service our future debt or repay or refinance our future debt as it becomes due, we may be forced to sell assets or take other disadvantageous actions, including (1) reducing financing in the future for working capital, capital expenditures and general corporate purposes or (2) dedicating an unsustainable level of our cash flow from operations to the payment of principal and interest on our indebtedness. In addition, if we incur significant future indebtedness, our ability to withstand competitive pressures and to react to changes in the oilfield services industries could be impaired. The lenders or other investors who hold future debt that we fail to service or on which we otherwise default could also accelerate amounts due, which could in such an instance potentially trigger a default or acceleration of other debt we may incur.\n\n \n\n20\n\n[Table of Contents](#toc_page)\n\n \n\nOur success may be affected by our ability to enter into or renew existing license agreements.\n\nOur success may be affected by our ability to enter into and renew license agreements. For the years ended March 31, 2026, March 31, 2025, the period from June 16, 2023 to March 31, 2024, and the period from April 1 through June 15, 2023, respectively, the premium threading services contributed 21%, 18%, 19% and 42% of revenue of our Group and 20%, 21%, 23% and 57% of the gross profit of our Group. With respect to third-party arrangements, some of these arrangements could be terminated, which would result in our inability to provide the services covered by such arrangements. This could in turn have a negative impact on our financial results.\n\nOur operations rely on an extensive network of information technology resources and a failure to maintain, upgrade and protect such systems could adversely impact our business, financial condition and results of operations. Our operations are subject to cyber security risks that could have a material adverse effect on our business, financial condition and results of operations.\n\nInformation technology plays a crucial role in all of our operations. To remain competitive, our hardware, software and related services must interact with our suppliers and customers efficiently, record and process our financial transactions accurately, and obtain the data and information to enable the analysis of trends and plans and the execution of our strategies. Our information technology systems are subject to possible breaches and other threats that could cause us harm. If our systems for protecting against cyber security risks prove not to be sufficient, we could be adversely affected by, among other things, loss or damage of intellectual property, proprietary information, or customer data; interruption of business operations; or additional costs to prevent, respond to, or mitigate cyber security attacks. These risks could have a material adverse effect on our business, financial condition and results of operations.\n\nNonetheless, our business model does not heavily rely on third-party software or services, particularly those that are directly integrated into our products or operations. This reduces our dependency on external technology and lessens the potential impact of cybersecurity breaches or disruptions originating from these third-party entities. While data breaches and operational disruptions can still occur, the physical presence of our business allows for alternative methods of product distribution and customer service, reducing the overall impact of cybersecurity related incidents on our operations. Despite our perception of the lower risk of cybersecurity related incidents materially affecting our operations, we plan to prioritize the implementation of cybersecurity measures to maintain a secure and reliable business environment. For example, we plan to (i) conduct more rigorous assessments of potential suppliers’ cybersecurity practices, including penetration testing and vulnerability assessments; (ii) incorporate cybersecurity clauses into our business contracts; (iii) include specific security requirements and data protection protocols in our vendor contracts to ensure consistent cybersecurity standards across our supply chain; (iv) educate our employees on cybersecurity threats by providing training for employees to recognize and report phishing attempts, social engineering tactics, and other cyber threats; and (v) implement cybersecurity awareness tools and simulations to test employees’ knowledge and response to potential threats. By implementing these measures, we hope that our ability to respond to and recover from any eventual cybersecurity incidents will be enhanced. As of the date of this annual report, there have not been any prior network disruptions or cyber attacks that materially affected our operations.\n\nWe have been expanding our available products and services, and our business may continue to grow at a rapid pace. Our inability to properly manage or support this growth may have a material adverse effect on our business, financial condition and results of operations.\n\nWe have been expanding our available products and services in recent periods and intend to continue to grow our business through the internal expansion of products and services and potential acquisitions. Our growth could place significant demands on our management team and our operational, administrative and financial resources. We may not be able to grow effectively or manage our growth successfully, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations.\n\nOur assets require capital for maintenance, upgrades and refurbishment, and we may require capital expenditures for new equipment.\n\nOur equipment requires periodic capital investment in maintenance, upgrades and refurbishment to maintain its competitiveness. Our equipment typically does not generate revenue while it is undergoing maintenance, refurbishment or upgrades. Any maintenance, upgrade or refurbishment project for our assets could increase our indebtedness or reduce cash available for other opportunities. Further, such projects may require proportionally greater capital investments as a percentage of total asset value, which may make such projects difficult to finance on acceptable terms. To the extent we are unable to fund such projects, we may have less equipment available for service or our equipment may not be attractive to potential or current customers. Moreover, in periods of low demand for our services or during challenging business conditions in the energy sector generally, we may be unable to make capital investments. Additionally, competition or advances in technology within our industry may require us to update our products and services. Such demands on our capital or reductions in demand and the increase in cost to maintain labor necessary for such maintenance and improvement, in each case, could have a material adverse effect on our business, financial condition and results of operations.\n\n \n\n21\n\n[Table of Contents](#toc_page)\n\n \n\nCompetition among oilfield service and equipment providers is affected by each provider’s reputation for safety and quality.\n\nOur activities are subject to a wide range of national, state and local occupational health and safety laws and regulations. In addition, customers maintain their own compliance and reporting requirements. Failure to comply with these health and safety laws and regulations, or failure to comply with our customers’ compliance or reporting requirements, could tarnish our reputation for safety and quality and have a material adverse effect on our competitive position.\n\nSeasonal and adverse weather conditions adversely affect demand for services and operations.\n\nWeather can have a significant impact on demand as consumption of energy is seasonal, and any variation from normal weather patterns, such as cooler or warmer summers and winters, can have a significant impact on demand. Adverse weather conditions, such as hurricanes, tropical storms and severe cold weather, may interrupt or curtail operations, or customers’ operations, cause supply disruptions and result in a loss of revenue and damage to our equipment and facilities, which may or may not be insured. Specifically, we typically have experienced a pause or slowdown by our customers around the November to February period. This is the traditional monsoon period in Southeast Asia where heavy weather will hinder activities on the rig. This may compromise the safe working conditions during drilling activities, therefore, the need for equipment and services may slow down, which may be compounded as our customers exhaust their annual capital spending budgets towards year end. Additionally, our operations are directly affected by weather conditions. During severe weather conditions, our customers may delay operations, or we may not be able to operate or move our equipment between locations.\n\nWe may be subject to claims for personal injury and property damage or other litigation, which could materially adversely affect our business, financial condition and results of operations.\n\nOur services are subject to inherent risks that can cause personal injury or loss of life, damage to or destruction of property, equipment or the environment or the suspension of our operations. As the wells we service continue to become more complex, our exposure to such inherent risks becomes greater as downhole risks increase exponentially with an increase in complexity and lateral length. Litigation arising from operations where our facilities are located, or our services are provided, may cause us to be named as a defendant in lawsuits asserting potentially large claims including claims for exemplary damages. For example, transportation of heavy equipment creates the potential for our trucks to become involved in roadway accidents, which in turn could result in personal injury or property damages lawsuits being filed against us.\n\nWe may be affected if we are found to be in breach of any lease agreements entered into by us.\n\nWe have leased one of our real properties from JTC Corporation (formerly the Jurong Town Corporation) (“JTC”) and are subject to certain terms and conditions in respect of the real property, such as the requirement to obtain prior written approval from JTC and the relevant authorities for carrying out development works on the leased premises. As such, we may be exposed to regulatory and enforcement risks, including but not limited to potentially costly fines, if we are found to be in breach of any of the terms and conditions of our lease.\n\nWe are exposed to the credit risks of our customers.\n\nWe extend credit terms to some of our customers. Our average accounts receivable turnover days were approximately 44 days, 24 days and 64 days for the years ended March 31, 2026, March 31, 2025, and for the period from April 1, 2023 to March 31, 2024, respectively. Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material order cancellations by our customers during the years ended March 31, 2026 and March 31, 2025, and the period from April 1, 2023 through March 31, 2024, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all. We may not be able to enforce our contractual rights to receive payment through legal proceedings. In the event that we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected.\n\nOur business model has a long cashflow conversion cycle.\n\nOur business model relies on the efficient management of our working capital, including the collection of receivables from our customers. We have a long cashflow conversion cycle, where we typically only collect payment from our customers after an average of 64 days, 24 days and 44 days for the period from April 1, 2023 to March 31, 2024, and for the years ended March 31, 2025 and March 31, 2026, respectively from the time, we provide them with the relevant oilfield service or product, but we must pay our suppliers within 30 to 45 days. Because our manufacturing cycle ranges between 30 days and 60 days upon receipt of material, therefore, if we experience delays in collecting payment from our customers, our cashflow and liquidity could be adversely affected, which could harm our business, financial condition, and results of operations.\n\n \n\n22\n\n[Table of Contents](#toc_page)\n\n \n\nWe may be affected by an outbreak of other infectious diseases.\n\nAn outbreak of infectious diseases such as severe acute respiratory syndrome and avian influenza or new forms of infectious diseases in the future may potentially affect our operations as well as the operations of our customers and suppliers. In the event that any of the employees in any of our offices or worksites or those of our customers and suppliers is affected by any infectious disease, we or our customers and suppliers may be required to temporarily shut down our or their offices or worksites to prevent the spread of the diseases. This may have an adverse impact on our revenue and financial performance.\n\nWe are exposed to risks arising from fluctuations of foreign currency exchange rates.\n\nOur reporting currency is the United States dollars. 15.7% of our trade payables as of March 31, 2026, 11.7% of our trade payables as of March 31, 2025, and 8.2% of our trade payables as of March 31, 2024 were in non-USD currencies including IDR, SGD, THB, SAR and MYR. 34.7% of our trade receivables as of March 31, 2026, 40.1% of our trade receivables as of March 31, 2025, and 19.7% of our trade receivables as of March 31, 2024 were in non-USD denominations. We may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency.\n\nOur business is subject to supply chain interruptions.\n\nWe work with third-party logistic providers for the import, export, and transportation of our products and industrial-grade hardware. We rely on such third-party service providers’ abilities to deliver our products as part of the supply chain logistics. The factors that can adversely affect our operations include, but are not limited to:\n\n•\ninterruptions to our delivery capabilities;\n\n•\nfailure of third-party service providers to meet our standards or their commitments to us;\n\n•\nincreasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available; and\n\nOur results of operations and capital resources have not been materially impacted by supply chain interruptions during the period from April 1, 2023 through March 31, 2024, the years ended March 31, 2025 and March 31, 2026. However, any increased costs from delays, cancellations, and insurance, or disruption to, or inefficiency in, the supply chain network of our third-party service providers, whether due to geopolitical conflicts or other factors, could affect our revenue and profitability.\n\nIn the period from April 1, 2023 through March 31, 2024 and, the years ended March 31, 2025 and March 31, 2026, our business segments, products, lines of service, projects, or operations were not materially impacted by supply chain disruptions, especially in light of Russia’s invasion of Ukraine, the conflicts in the Middle East and the effectiveness of the Uyghur Forced Labor Protection Act (“UFLPA”). Moving forward, we also do not expect to experience such supply chain disruptions in the future because we source our goods from a number of suppliers. To the best of our knowledge, we have not received any information from our suppliers pertaining to any present or potential supply chain disruptions as well. Pertaining to the UFLPA, we understand from our suppliers that the safety products we have procured are not derived from raw materials obtained from forced labor in China’s Xinjiang Uyghur Autonomous Region. In February 2026, the armed conflict involving the United States and Israel against Iran, and retaliatory actions by Iran across the broader Middle East, led to a closure of the Hormuz Strait, through which almost 20% of the world’s oil and LNG supply is shipped, resulting in extreme volatility of energy prices and a disruption to oil and LNG production and transportation in the region. As a result of this conflict, we have faced delays in shipments to customers in the in the region, as well as delays in collecting shipments from Singapore intended for our customers in the region, pending a resolution of the current conflict. There is uncertainty about the full impact and consequences resulting from the conflict. We maintain significant industrial operations and customer relationships in the Middle East. A prolonged conflict or an escalation of hostilities in the region could disrupt our operations at these facilities, impair our ability to fulfill customer orders, restrict employee mobility, damage physical infrastructure, and hinder supply of raw materials.\n\nRisks Related to Our Ordinary Shares\n\nAn active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.\n\nAn active trading market for our Ordinary Shares may not continue and the trading price for our Ordinary Shares may fluctuate significantly. Although our Ordinary Shares are listed on the Nasdaq Capital Market, we cannot assure you that an active and liquid public market for our Ordinary Shares will be sustained. If an active public market is not sustained, the market price and liquidity of our Ordinary Shares may be materially and adversely affected, and investors may experience a significant decrease in the value of their shares.\n\n \n\n23\n\n[Table of Contents](#toc_page)\n\n \n\nWe may not be able to maintain a listing of our Ordinary Shares on the Nasdaq Capital Market which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.\n\nWe have been granted approval by Nasdaq to list our Ordinary Shares on the Nasdaq Capital Market. In order to continue listing our shares on the Nasdaq Capital Market, we must maintain certain financial and share price levels and we may be unable to meet these requirements now or in the future. Even though our shares have been approved for listing by Nasdaq, we cannot assure you that our shares will continue to be listed on the Nasdaq Capital Market in the future.\n\nIf Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:\n\n(a)\na limited availability of market quotations for our Ordinary Shares;\n\n(b)\nreduced liquidity for our Ordinary Shares;\n\n(c)\na determination that our Ordinary Shares are “penny stock”, which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;\n\n(d)\na limited amount of news and analyst coverage; and\n\n(e)\na decreased ability to issue additional securities or obtain additional financing in the future.\n\nAs long as our Ordinary Shares are listed on the Nasdaq Capital Market, U.S. federal law prevents or preempts individual states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq Capital Market, we would be subject to regulations in each state in which we offer our shares.\n\nThe trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.\n\nThe trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:\n\n•\nfluctuations in our revenues, earnings and cash flow;\n\n•\nchanges in financial estimates by securities analysts;\n\n•\nadditions or departures of key personnel;\n\n•\nrelease of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and\n\n•\npotential litigation or regulatory investigations.\n\nAny of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.\n\nIn the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.\n\nCertain recent initial public offerings of companies with public floats comparable to the public float of our Company have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.\n\nRecently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies.\n\n \n\n24\n\n[Table of Contents](#toc_page)\n\n \n\nIn particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.\n\nIn addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence the prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional shares of Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.\n\nIf securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.\n\nThe trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.\n\nBecause we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.\n\nWe currently intend to retain all of our available funds and any future earnings after our initial public offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by our board of Directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of Directors decides to declare and pay dividends (by way of a simple majority decision of our Directors), the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our board of Directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after our initial public offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.\n\nShort selling may drive down the market price of our Ordinary Shares.\n\nShort selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant number of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.\n\n \n\n25\n\n[Table of Contents](#toc_page)\n\n \n\nA significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.\n\nSales of a substantial number of our Ordinary Shares in the public market could occur at any time. These sales, or the perception in the market that these sales may occur, could result in a decrease in the market price of our Ordinary Shares. At the date of our annual report, we have outstanding 42,448,704 Ordinary Shares, based on the number of Ordinary Shares outstanding as of the date of this annual report. Of that amount, 28,034,160 Ordinary Shares are currently restricted as a result of securities laws and/or lock-up agreements but will be able to be sold after the closing of our initial public offering, subject to securities laws and/or lock-up agreements. If held by one of our affiliates, the resale of those securities is subject to volume limitations under Rule 144 of the Securities Act.\n\nYou must rely on the judgment of our management as to the uses of the net proceeds from our initial public offering, and such uses may not produce income or increase our share price.\n\nWe intend to use the net proceeds of our initial public offering as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in our initial public offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from our initial public offering may be placed in investments that do not produce income or that lose value.\n\nOur expected use of net proceeds from our initial public offering represents our current intentions based upon our present plans and business condition. As of the date of this annual report, we cannot predict with certainty all of the particular uses for the net proceeds received. The amounts and timing of our actual use of the net proceeds will vary depending on numerous factors, including the amount of cash used in our operations, which can be highly uncertain, subject to substantial risks and can often change. Our management will have broad discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the net proceeds of our initial public offering.\n\nIf we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.\n\nWe are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either\n\n•\nAt least 75% of our gross income for the year is passive income; or\n\n•\nThe average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.\n\nPassive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.\n\nIf we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.\n\nWhile we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Ordinary Shares, fluctuations in the market price of our Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.”\n\nOur controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.\n\nAt the date of our annual report, Mr. How Meng Hock controls approximately 61.78% of our issued and outstanding Ordinary Shares. Accordingly, our controlling shareholder could have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including (i) mergers, consolidations, (ii) the election or removal of Directors, (iii) the sale of all or substantially all of our assets, (iv) making amendments to our Second Amended and Restated Memorandum and Articles of Association, (v) whether to issue additional shares, including to him, (vi) employment, including compensation arrangements, and (vii) the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares.\n\n \n\n26\n\n[Table of Contents](#toc_page)\n\n \n\nAs a “controlled company” under the rules of the Nasdaq Capital Market, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.\n\nOur directors and officers beneficially own a majority of the voting power of our issued and outstanding Ordinary Shares. Under the Nasdaq Stock Market Rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Stock Market Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we do not intend to rely on the “controlled company” exemption under the Nasdaq Stock Market Rules, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, a majority of the members of our Board of Directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq Capital Market corporate governance requirements. Our status as a controlled company could cause our Ordinary Shares to look less attractive to certain investors or otherwise harm our trading price.\n\nAs a company incorporated in the Cayman Islands, we are permitted to follow certain home country practices in relation to corporate governance matters in lieu of certain requirements under the Nasdaq Capital Market corporate governance listing rules. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Capital Market corporate governance listing standards.\n\nAs a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of Nasdaq. These practices may afford less protection to Shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq Capital Market. We have elected to follow home country practice in Cayman Islands in lieu of Nasdaq Listing Rule 5600, including , Rule 5605(b)(2), Rule 5605(e), Rule 5620(a), Rule 5620(b), Rule 5620(c), Rule 5630(a), Rule 5635(a), Rule 5635(b), Rule 5635(c), and Rule 5635(d), with the exception of those rules which are required to be followed pursuant to the provisions of Listing Rule 5615(a)(3). Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards.\n\nAs a foreign private issuer, we are permitted to, and did, follow certain home country corporate governance practices instead of otherwise applicable Nasdaq Capital Market requirements, which may result in less protection than is accorded to investors under rules applicable to domestic U.S. issuers.\n\nNasdaq Listing Rule 5635(c)\n\nAs a company incorporated in the Cayman Islands, the Company has elected to rely on the home county exemption pursuant to Nasdaq Rule 5615(a)(3)(A), which provides that (with certain exceptions not relevant to the conclusions expressed herein) a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Rule 5600 Series. The Company has elected to be exempt from the Nasdaq Rule 5635(c) which provides that shareholder approval is required prior to the issuance of securities when a stock option or purchase plan is to be established or materially amended or other equity compensation arrangement made or materially amended, pursuant to which stock may be acquired by officers, directors, employees, or consultants, subject to certain exceptions.\n\nYou may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.\n\nWe are an exempted company with limited liability incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our Second Amended and Restated Memorandum and Articles of Association (as amended from time to time), the Companies Act and the common law of the Cayman Islands.\n\nThe rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are governed by the Companies Act and the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the common law of England, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some states in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States. Some U.S. states have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States.\n\n \n\n27\n\n[Table of Contents](#toc_page)\n\n \n\nShareholders of Cayman Islands companies like us have no general right under the Cayman Islands laws to inspect corporate records (other than the memorandum and articles of association and any special resolutions passed by such companies, and the registers of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our Second Amended and Restated Memorandum and Articles of Association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.\n\nCertain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to certain corporate governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.\n\nAs a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state.\n\nCertain judgments obtained against us by our shareholders may not be enforceable.\n\nWe are an exempted company incorporated in the Cayman Islands. Our operating subsidiaries are incorporated and are located in Singapore, Malaysia, Indonesia, Thailand, Brunei, and Saudi Arabia. Substantially all of our assets are located outside of the United States. In addition, all of our current Directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us, our Directors and officers, or our auditor judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and Singapore may render you unable to enforce a judgment against our assets or the assets of our Directors and officers. As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, Directors, or major shareholders, than would shareholders of a corporation incorporated in a jurisdiction in the United States.\n\nWe are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.\n\nWe are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.\n\nWe are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.\n\nBecause we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:\n\n•\nthe rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;\n\n•\nthe sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;\n\n•\nthe sections of the Exchange Act providing liability for insiders who profit from trades made in a short period of time; and\n\n•\nthe selective disclosure rules by issuers of material non-public information under Regulation FD.\n\nWe are required to file an annual report on Form 20-F within four months of the end of each financial year. In addition, we will publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq Capital Market. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.\n\n \n\n28\n\n[Table of Contents](#toc_page)\n\n \n\nWe may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.\n\nAs discussed above, we are a foreign private issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2026. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq Capital Market. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting, and other expenses that we will not incur as a foreign private issuer.\n\nWe will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq Capital Market.\n\nWe will incur additional legal, accounting, and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq Capital Market rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert their attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.\n\nIn addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.\n\nIf we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected.\n\nWe are subject to the reporting requirements of the Exchange Act of 1934 (the “Exchange Act”), the Sarbanes-Oxley Act of and the rules and regulations of Nasdaq after we are successfully listed on the Nasdaq Capital Market. Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Notwithstanding the foregoing, in connection with the preparation of our consolidation financial statements for the year ended March 31, 2026, management conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures. Based upon that evaluation, management concluded that, as of March 31, 2026, the Company's disclosure controls and procedures were ineffective due to a material weakness in the Company's internal control over financial reporting. As defined under standards established by the PCAOB, a \"material weakness\" is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company did not maintain a sufficient complement of personnel with an appropriate level of knowledge, experience, and training in International Financial Reporting Standards (\"IFRS\") and SEC reporting requirements necessary to appropriately analyse, account for, and disclose complex transactions and prepare and review consolidated financial statements and related disclosures in accordance with IFRS and SEC reporting requirements. In addition, the Company had not maintained comprehensive IFRS accounting policies and procedures documentation.\n\nDuring fiscal 2026, the Company implemented several remediation measures to address the identified material weakness. These measures included engaging experienced external financial reporting consultants to support management and supplement the Company's internal finance resources in the preparation and review of the Company's financial statements and related disclosures in accordance with IFRS and SEC reporting requirements. The Company also developed formal IFRS accounting policies and procedures documentation.\n\n \n\n29\n\n[Table of Contents](#toc_page)\n\n \n\nNotwithstanding these remediation efforts, the material weakness continued to exist as of March 31, 2026 because the remediated controls had not operated for a sufficient period of time for management to conclude that such controls were operating effectively.\n\nManagement remains committed to remediation of the material weakness and continues to implement measures to remediate the material weakness and strengthen the Company's internal control over financial reporting.\n\nHowever, we cannot assure you that we will not identify additional material weaknesses or significant deficiencies in the future. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our Ordinary Shares, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.\n\nSection 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, once we cease to be an “emerging growth company” as such term is defined under the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, as we are a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.\n\nDuring the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.\n\nThere may be potentially adverse impacts on our corporate governance because of the indemnification provisions in our articles of association pertaining to our directors’ and officers’ liability.\n\nOur articles of association outline comprehensive indemnification provisions for directors, officers, and trustees, intending to shield them from liabilities arising in the course of their duties. The broad scope of indemnification, covering actions taken in “good faith” and deemed to be in the “best interests” of the Company, may inadvertently diminish the incentive for directors and officers to exercise the highest level of care and diligence in decision-making. The extensive indemnification framework could result in reduced accountability and oversight, raising the risk of misconduct or negligence that may not be in the Company’s or shareholders’ best interests. These provisions may create a scenario where directors and officers are less motivated to act with the utmost care, knowing that the personal consequences of their actions are substantially mitigated. This decreased personal risk could impact corporate governance, potentially exposing shareholders to heightened risks stemming from lapses in judgment, mismanagement, or other adverse outcomes resulting from the actions of directors and officers. Careful consideration of these indemnification provisions is warranted to understand their potential impact on the overall risk profile and governance dynamics of the Company.\n\n \n\n \n\n30\n\n[Table of Contents](#toc_page)"}