{"url_path":"/sec/omse/10-k/2026/item-5","section_key":"item-5","section_title":"Item 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS","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":12806,"has_tables":true,"body_markdown":"ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS\n\nA.\nOperating results\n\nYou should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. As a result of many factors, such as those set forth under the “Item 3. Key Information—D. Risk Factors” and “Special Note Regarding Forward-Looking Statements” sections and elsewhere in this annual report, our actual results may differ materially from those anticipated in these forward-looking statements.\n\n \n\n53\n\n[Table of Contents](#toc_page)\n\n \n\nOverview\n\nWe manufacture surface wellhead systems (SWS) and oil country tubular goods (OCTG) for onshore and offshore exploration and production (E&P) in Asia Pacific and MENA. Our products meet specific standards for harsh environments and are certified with the API and ISO. We serve as a single-source supplier with a comprehensive portfolio. Our strategic geographic footprint allows us to supply Specialty Connectors and Pipes, and Surface wellhead and Christmas tree to major oil and gas regions in Asia Pacific and MENA. Proximity to some of our top end-users, like Saudi ARAMCO Oil, enables customized solutions and synchronized production with demand.\n\nOur products are also exported to jurisdictions outside of those in which we operate, including countries in North and West Africa. Beyond SWS and OCTG products, we also offer premium threading services in five of the six jurisdictions in which we operate, which five jurisdictions are Indonesia, Malaysia, Thailand, Brunei and Singapore. For the years ended March 31, 2026 (Successor) and March 31, 2025 (Successor), period from June 16, 2023 through March 31, 2024 (Successor), and period from April 1, 2023 through June 15, 2023 (Predecessor), these three categories constituted 90%, 93%, 93% and 87% of our revenue, respectively.\n\nDifferent Basis of Accounting — It is important to note that the periods presented were prepared under different bases of accounting. The Predecessor period from April 1, 2023 through June 15, 2023 was prepared under the previous reporting structure before the MBO, whereas the Successor periods from June 16, 2023 through March 31, 2024, and the years ended March 31, 2025 and March 31, 2026 were prepared under our current reporting structure. As a result, direct comparisons between these Predecessor and Successor periods may not be indicative of our financial performance had both periods been presented under the same basis of accounting. Investors should consider this difference when evaluating the fluctuations in our revenue, gross margin, and net profit.\n\nFactors Affecting Our Financial Condition and Results of Operations\n\nOur results of operations have been and will continue to be affected by several factors, including those set out below:\n\nWe are generally subject to the cyclical nature of our customer’s businesses and oil and natural gas industry\n\nOur revenues are primarily generated from customers who are engaged in drilling for and the production of oil and natural gas, hence, our business is directly affected by our customers’ capital spending 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 oil and natural gas industry is highly cyclical. Historically, the industry has experienced periodic downturns in activities where the industry players often reduce their production and capital expenditures by terminating or deferring pending projects, even if the companies are not experiencing immediate financial difficulties. Such a decrease in either capabilities or willingness to invest in future projects may materially reduce our customers’ demand for our products and services. Industry conditions are expected to be impacted by numerous global factors outside of our control, such as changes of demand for and supply of oil and natural gas, expected economic returns to exploration & production companies of new well completions, political and economic conditions in oil and natural gas producing countries, including uncertainty or instability resulting from civil unrest, terrorism or war, and the potential acceleration of alternative fuels development and adoption. Consequently, the demand for our products and services may also rise and decline in tandem with these global factors. While we have an experienced management team, led by Mr. How Meng Hock, navigating the change and uncertainty stemming from the cyclical nature of the industry, established strong and stable relationships with our suppliers and customers while being positioned to grow various markets and diversify our business exposures, there is no guarantee that these factors would adequately mitigate the impact from any slowdown in the oil and natural gas industry, and our business and financial performance maybe materially and adversely affected.\n\nWe are dependent on our major customers’ demand for our products and services\n\nOur sales generated from our top five customers were approximately 77%, 83% and 80% of our revenue for the years ended March 31, 2026 and March 31, 2025, and for the period from April 1, 2023 to March 31, 2024, respectively. Accordingly, our revenue is significantly influenced by the demands of our major customers, which are driven by numerous factors, including our ability to meet the technical, quality and pricing requirements of our customers, as well as certain inherent risks beyond our control such as industry consolidation or changes in the political, regulatory, business conditions and financial resources, that may affect their purchases from us. We have established and continue to nurture a stable business relationship with our major customers, and we have longstanding business relationships with our top 5 customers. Additionally, we have also actively invested resources to set up manufacturing footprints to be close to our major customers and provide timely and efficient after-sales market services. However, there is no assurance that we can be successful in retaining all our existing customers to meet their future demands nor replace their contracts with similar size or profitability. Consequently, the loss of one or more of our major customers could have a material adverse effect on our business, results of operations and financial conditions.\n\n \n\n54\n\n[Table of Contents](#toc_page)\n\n \n\nOur business and operations may be affected by our ability to enter into or renew existing license agreements\n\nOne of our core business operations in offering premium threading services is affected by our ability to enter into or renew existing licensing agreement with our licensors to apply or use their technical information and know-how, intellectual properties (such as trademarks, tradenames, and patents), including to receive technical support and assistance related there to, in connection with manufacture, reconstruction or repair, and/or domestic sale (as the case may be) of our products and services. For the years ended March 31, 2026 (Successor) and March 31, 2025 (Successor), the period from June 16, 2023 through March 31, 2024 (Successor), and the period from April 1, 2023 through June 15, 2023 (Predecessor), the premium threading services contributed approximately 21%, 18%, 19% and 42% of our revenue, respectively. In the future, we may need to obtain additional licenses or renew existing license agreements to achieve continued growth of our business. There can be no assurance that these license agreements can be obtained or renewed on acceptable terms, or at all. Further, any disputes with our licensing partners with respect to such agreements could narrow the scope of our rights to the relevant intellectual property, increase our obligations under such agreements, or restrict our ability to develop and market our current product and service offerings. Any of these events could adversely impact our business, results of operations and financial conditions.\n\nEffect of Business Combination on our Financial Statements\n\nAs a result of the management buyout and the application of IFRS 3 — Business Combination, our assets and liabilities were adjusted to their estimated fair market values as of June 16, 2023, the closing date of the management buyout. These adjusted valuations resulted in an increase in depreciation and amortization expenses, due to the increased carrying value of our assets and the related increase in depreciation of tangible assets and amortization of our intangible assets. The business combination of the Group on June 16, 2023 had material impact on the Successor’s result of operations for the period from June 16, 2023 through March 31, 2024, as the Successor recognized a bargain purchase gain of $49.4 million as a result of the application of IFRS 3. See “Note 2.2(e)” to our consolidated financial statements included elsewhere in this annual report and “Critical accounting estimates — business combination.”\n\nThe financial information presented in this annual report and the audited financial statements included in this annual report include a black line division to indicate that the Successor and Predecessor periods have applied different bases of accounting and are not comparable.\n\nResults of Operations\n\nComparison of Results for the years ended March 31, 2026 (Successor) and March 31, 2025 (Successor).\n\nThe following table sets forth a summary of our consolidated results of operations for the periods indicated in absolute amount of its total revenue.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nFor the year\nended\nMarch 31, 2026\n\n \n\n \n\nFor the year\nended\nMarch 31, 2025\n\n \n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nRevenue – third parties\n\n \n\n \n\n155,910\n\n \n\n \n\n \n\n203,607\n\n \n\nCost of revenue – third parties\n\n \n\n \n\n(108,680\n\n)\n\n \n\n \n\n(134,620\n\n)\n\nGross profit\n\n \n\n \n\n47,230\n\n \n\n \n\n \n\n68,987\n\n \n\n \n\n \n\n \n\n \n\n \n\nSelling, general and administrative expenses\n\n \n\n \n\n(12,373\n\n)\n\n \n\n \n\n(9,122\n\n)\n\nOperating profit\n\n \n\n \n\n34,857\n\n \n\n \n\n \n\n59,865\n\n \n\n \n\n \n\n \n\n \n\nOther income, net – third parties\n\n \n\n \n\n349\n\n \n\n \n\n \n\n246\n\n \n\n \n\n \n\n \n\n \n\nFinance income – third parties\n\n \n\n \n\n3,500\n\n \n\n \n\n \n\n339\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFinance income – related parties\n\n \n\n \n\n93\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n \n\n \n\nFinance cost – third parties\n\n \n\n \n\n(404\n\n)\n\n \n\n \n\n(284\n\n)\n\n \n\n \n\n \n\n \n\nProfit before tax\n\n \n\n \n\n38,395\n\n \n\n \n\n \n\n60,166\n\n \n\nIncome tax expense\n\n \n\n \n\n(4,517\n\n)\n\n \n\n \n\n(13,189\n\n)\n\nNet profit\n\n \n\n \n\n33,878\n\n \n\n \n\n \n\n46,977\n\n \n\n \n\n \n\n55\n\n[Table of Contents](#toc_page)\n\n \n\nRevenue\n\nWe generate revenue primarily from (i) sale of oilfield equipment products, and (ii) rendering of premium threading and other ancillary services. Sale of oilfield equipment products include specialty connectors and pipes, surface wellhead and Christmas tree. Our other ancillary services include machining services for oil country tubular goods, repair and remanufacture services, inspection services and engineering and testing services. Our revenue was $203.6 million for the year ended March 31, 2025 and $155.9 million for the year ended March 31, 2026.\n\nFor the year ended March 31, 2026, Saudi ARAMCO accounted for 57% of our total revenue. Given the significance of this customer to our overall business, our financial performance is substantially dependent on the continued demand from ARAMCO. Any reduction in orders, changes in ARAMCO’s procurement policies, operational disruptions, or broader industry downturns affecting ARAMCO could have a material adverse impact on our revenue and profitability. We acknowledge that our high reliance on a single customer presents a customer concentration risk, and we are actively working to diversify our customer base by expanding sales to other major oil and gas operators in MENA, Asia Pacific, and other international markets. While ARAMCO remains a key strategic partner, we are pursuing initiatives to strengthen relationships with other clients in order to reduce dependency on any one customer.\n\nThe following table sets forth our revenue by categories for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2026\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nRevenue\n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of oilfield equipment products\n\n \n\n \n\n \n\n \n\n \n\n \n\nSpecialty connectors and pipes\n\n \n\n \n\n96,065\n\n \n\n \n\n \n\n143,091\n\n \n\nSurface wellhead and Christmas tree\n\n \n\n \n\n10,869\n\n \n\n \n\n \n\n8,675\n\n \n\nRendering of premium threading and other ancillary\n   services\n\n \n\n \n\n \n\n \n\n \n\n \n\nPremium threading services\n\n \n\n \n\n33,443\n\n \n\n \n\n \n\n36,832\n\n \n\nOther ancillary services\n\n \n\n \n\n15,533\n\n \n\n \n\n \n\n15,009\n\n \n\nTotal Revenue\n\n \n\n \n\n155,910\n\n \n\n \n\n \n\n203,607\n\n \n\n \n\nOur revenue for specialty connectors and pipes was $143.1 million for the year ended March 31, 2025 and $96.1 million for the year ended March 31, 2026. The decrease was mainly driven by a drop in our sales of specialty connectors and pipes in Saudi Arabia. In the previous fiscal year 2025, we received exceptionally high call-off orders under long-term customer contracts. Call-off orders enable customers to order products and services when needed, using pre-agreed terms that vary from customer to customer. If we were to exclude Saudi Arabia, the revenue from specialty connectors and pipes was $4.6 million for the year ended March 31, 2026, an increase from $2.5 million for the year ended March 31, 2025 primarily contributed by higher export sales to the United Arab Emirates, Pakistan and Indonesia. These orders highlight OMS's successful geographic expansion and capability to deliver high-quality products across new markets.\n\nOur revenue for surface wellhead and Christmas tree was $8.7 million for the year ended March 31, 2025 and $10.9 million for the year ended March 31, 2026. The change was supported by stronger demand from a major customer in Indonesia, driven by increased oil and gas production activity. During the year ended March 31, 2026, we have also penetrated into new markets where we secured our first customers in Pakistan & Angola.\n\nOur revenue from rendering of premium threading services was $36.8 million for the year ended March 31, 2025 and $33.4 million for the year ended March 31, 2026. The slight decrease was mainly attributable to reduced oil and gas production in Malaysia and Singapore, while Indonesia and Thailand ramped up their rig activities.\n\nOur revenue generated from other ancillary services was $15.0 million for the year ended March 31, 2025 and $15.5 million for the year ended March 31, 2026. There were no significant changes in the revenue due to relatively stable level of repair and inspection services demand across our oil and gas customers in the countries we operate in.\n\n \n\n56\n\n[Table of Contents](#toc_page)\n\n \n\nThe following table sets forth our revenue by operating markets for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2026\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nRevenue\n\n \n\n \n\n \n\n \n\n \n\n \n\nSaudi Arabia\n\n \n\n \n\n91,761\n\n \n\n \n\n \n\n141,084\n\n \n\nSingapore\n\n \n\n \n\n19,267\n\n \n\n \n\n \n\n19,407\n\n \n\nMalaysia\n\n \n\n \n\n12,781\n\n \n\n \n\n \n\n15,265\n\n \n\nThailand\n\n \n\n \n\n13,308\n\n \n\n \n\n \n\n11,399\n\n \n\nIndonesia\n\n \n\n \n\n15,677\n\n \n\n \n\n \n\n13,555\n\n \n\nOthers\n\n \n\n \n\n3,116\n\n \n\n \n\n \n\n2,897\n\n \n\nTotal revenue\n\n \n\n \n\n155,910\n\n \n\n \n\n \n\n203,607\n\n \n\n \n\nIn terms of revenue by operating markets, revenue from Saudi Arabia was the largest growth driver and contributor. Our revenue from Saudi Arabia was $141.1 million for the year ended March 31, 2025 and $91.8 million for the year ended March 31, 2026. The change was primarily attributable to exceptionally high call-off orders under long-term customer contracts in Saudi Arabia in the previous fiscal year 2025.\n\nOur revenue from Singapore was $19.4 million for the year ended March 31, 2025 and $19.3 million for the year ended March 31, 2026. The change was due to softer demand in premium threading and engineering services, offset by higher export sales of specialty connectors and pipes to the United Arab Emirates and Pakistan.\n\nOur revenue from Malaysia was $15.3 million for the year ended March 31, 2025 and $12.8 million for the year ended March 31, 2026. The change was due primarily from decrease in demand for premium threading and other ancillary services within Malaysia.\n\nOur revenue from Thailand was $11.4 million for the year ended March 31, 2025 and $13.3 million for the year ended March 31, 2026. The change was mainly driven by expanded service engagements with existing clients, supported by increased production activity across the oil and gas sector.\n\nOur revenue from Indonesia was $13.6 million for the year ended March 31, 2025 and $15.7 million for the year ended March 31, 2026. The change was driven primarily by stronger demand from a major customer in Indonesia, driven by increased oil and gas production activity.\n\nOur revenue from other markets was $2.9 million for the year ended March 31, 2025 and $3.1 million for the year ended March 31, 2026. There were no significant changes observed.\n\nBacklog\n\nAs of March 31, 2026, the Company’s backlog was $60.7 million, compared with $102.0 million for the year ended March 31, 2025. Our consistent strong backlog reflects continued customer demand and underpins OMS's near-term business outlook.\n\nBacklog represents the estimated revenue that have not yet been fulfilled by the Company and for which the expected timing of delivery will be within the next 12 months. As a result, the backlog have not been recognized as revenue.\n\nBacklog is an operating metric that provides management with valuable insight into the Company's future revenue pipeline. It enables the Company to assess the effectiveness of its business strategies, support budgeting and resource allocation decisions, and facilitate meaningful comparisons with peer companies that utilize similar performance metrics.\n\nCost of revenue\n\nThe cost of revenue primarily consists of personnel costs, material, supplies and subcontracting costs, royalties, freight costs, equipment costs and other associated direct costs. Our cost of revenue was $134.6 million for the year ended March 31, 2025 and $108.7 million for the year ended March 31, 2026.\n\n \n\n57\n\n[Table of Contents](#toc_page)\n\n \n\nThe following table sets forth our cost of revenue by categories for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2026\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nCost of revenue\n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of oilfield equipment products\n\n \n\n \n\n \n\n \n\n \n\n \n\nSpecialty connectors and pipes\n\n \n\n \n\n67,602\n\n \n\n \n\n \n\n97,678\n\n \n\nSurface wellhead and Christmas tree\n\n \n\n \n\n7,790\n\n \n\n \n\n \n\n6,511\n\n \n\nRendering of premium threading and other ancillary\n   services\n\n \n\n \n\n \n\n \n\n \n\n \n\nPremium threading services\n\n \n\n \n\n23,988\n\n \n\n \n\n \n\n22,495\n\n \n\nOther ancillary services\n\n \n\n \n\n9,300\n\n \n\n \n\n \n\n7,936\n\n \n\nTotal cost of revenue\n\n \n\n \n\n108,680\n\n \n\n \n\n \n\n134,620\n\n \n\nOur cost of revenue for specialty connectors and pipes was $97.7 million for the year ended March 31, 2025 and $67.6 million for the year ended March 31, 2026. The change was in line with the decrease in revenue generated from Specialty Connectors and Pipes.\n\nOur cost of revenue for surface wellhead and Christmas tree was $6.5 million for the year ended March 31, 2025 and $7.8 million for the year ended March 31, 2026. The increase mainly reflected higher production activity which drove the sales volume upwards and higher raw material prices sourced out from China.\n\nOur cost of revenue from rendering of premium threading services was $22.5 million for the year ended March 31, 2025 and $24.0 million for the year ended March 31, 2026. Despite lower revenue from premium threading services, cost of revenue has increased mainly due to higher variable licensing cost rates and common fixed cost remain relatively at the same level.\n\nOur cost of revenue generated from other ancillary services was $7.9 million for the year ended March 31, 2025 and $9.3 million for the year ended March 31, 2026. The increase was mainly driven by a higher subcontracting cost and higher consumable prices incurred.\n\nThe following table sets forth our cost of revenue by operating markets for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2026\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nCost of revenue\n\n \n\n \n\n \n\n \n\n \n\n \n\nSaudi Arabia\n\n \n\n \n\n64,062\n\n \n\n \n\n \n\n96,515\n\n \n\nSingapore\n\n \n\n \n\n13,368\n\n \n\n \n\n \n\n9,566\n\n \n\nMalaysia\n\n \n\n \n\n8,176\n\n \n\n \n\n \n\n8,445\n\n \n\nThailand\n\n \n\n \n\n10,238\n\n \n\n \n\n \n\n8,989\n\n \n\nIndonesia\n\n \n\n \n\n10,873\n\n \n\n \n\n \n\n9,242\n\n \n\nOthers\n\n \n\n \n\n1,963\n\n \n\n \n\n \n\n1,863\n\n \n\nTotal cost of revenue\n\n \n\n \n\n108,680\n\n \n\n \n\n \n\n134,620\n\n \n\n \n\nOur cost of revenue from Saudi Arabia was $96.5 million for the year ended March 31, 2025 and $64.1 million for the year ended March 31, 2026. The change was mainly due to reduced consumption of raw materials, consumables and subcontracting services, in line with the decrease in sales volume for specialty connectors and pipes.\n\nOur cost of revenue from Singapore was $9.6 million for the year ended March 31, 2025 and $13.4 million for the year ended March 31, 2026. The change was due to increase in raw material and subcontracting costs, as well as other fixed costs despite a slight decline in revenue.\n\nOur cost of revenue from Malaysia was $8.4 million for the year ended March 31, 2025 and $8.2 million for the year ended March 31, 2026. The change was driven by lower sales volume.\n\nOur cost of revenue from Thailand was $9.0 million for the year ended March 31, 2025 and $10.2 million for the year ended March 31, 2026. The change was in line with the increase in revenue generated by Thailand.\n\n \n\n58\n\n[Table of Contents](#toc_page)\n\n \n\nOur cost of revenue from Indonesia was $9.2 million for the year ended March 31, 2025 and $10.9 million for the year ended March 31, 2026. The increase was mainly due to higher raw material and subcontracting expenses, reflecting increased activity associated with the increase in revenue in Indonesia.\n\nOur cost of revenue from other markets was $1.9 million for the year ended March 31, 2025 and $2.0 million for the year ended March 31, 2026. There were no significant changes observed.\n\nGross profit\n\nOur gross profit was $69.0 million for the year ended March 31, 2025, and $47.2 million for the year ended March 31, 2026. Our gross profit margin was 33.9% for the year ended March 31, 2025 and 30.3% for the year ended March 31, 2026. OMS maintained a healthy gross margin despite a lower sales volume, reflecting continued cost discipline, operational efficiency and customer engagement.\n\nSelling, general and administrative expenses\n\nSelling, general and administrative expenses consisted primarily of personnel cost, transportation and logistics, premise related expenses, legal and professional fees, sales and marketing and insurances. Our selling, general and administrative expenses was $9.1 million for the year ended March 31, 2025 and $12.4 million for the year ended March 31, 2026. The increase was primarily due to additional post-IPO compliance costs and cybersecurity readiness initiatives.\n\nOther income/(expense), net\n\nOther income/(expense), net primarily consisted of net gain on fair value changes of financial liabilities at fair value through profit or loss. For the year ended March 31, 2025, our other income, net was $0.2 million. For the year ended March 31, 2026, our other income, net was $0.3 million. Other income remained relatively stable.\n\nFinance income\n\nFinance income primarily consisted of interest income from banks and a related party. Our finance income was $0.3 million for the year ended March 31, 2025 and $3.6 million for the year ended March 31, 2026. The change was mainly due to the increase in interest income from fixed deposits placed with the banks.\n\nFinance costs\n\nFinance costs primarily consisted of interest expenses from bank loans, interest expense from lease liability and interest expense from defined benefit plans. Our finance costs was $0.3 million for the year ended March 31, 2025 and $0.4 million for the year ended March 31, 2026. The change was mainly due to a higher lease-related interest expense, as we entered into a long-term lease in Singapore in December 2024, resulting in lower interest recognized in the prior year versus a full year in the current year.\n\nIncome tax expense\n\nOur income tax expense was $13.2 million for the year ended March 31, 2025 and $4.5 million for the year ended March 31, 2026. While there were lower taxes in line with lower profits in the current fiscal year, one other significant matter contributed to the decrease where the tax authority in Saudi Arabia previously assessed an additional tax liability of approximately US$2.3 million on the Company’s wholly-owned subsidiary, OMS Oilfield Services Arabia Limited, for the year ended March 31, 2017. On December 23, 2025, the Appeal Committee issued its decision in favor of the Company with respect to the tax assessment, and the Company has since recovered the US$2.3 million previously paid under protest, resulting in a tax gain in the current fiscal year.\n\nNet profit for the year\n\nAs a result of the foregoing, our net profit was $47.0 million for the year ended March 31, 2025 and $33.9 million for the year ended March 31, 2026.\n\n \n\n59\n\n[Table of Contents](#toc_page)\n\n \n\nResults of Operations\n\nComparison of Results for the year ended March 31, 2025 (Successor), the Period from June 16, 2023 through March 31, 2024 (Successor), and the Period from April 1, 2023 through June 15, 2023 (Predecessor).\n\nThe following table sets forth a summary of our consolidated results of operations for the periods indicated in absolute amount of its total revenue.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nPredecessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31, 2025\n\n \n\n \n\nFor the period\nJune 16, 2023\nthrough\nMarch 31, 2024\n\n \n\n \n\nFor the period\nApril 1\nthrough\nJune 15, 2023\n\n \n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nRevenue – third parties\n\n \n\n \n\n203,607\n\n \n\n \n\n \n\n163,267\n\n \n\n \n\n \n\n16,967\n\n \n\nRevenue – related parties\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n1,215\n\n \n\nTotal revenue\n\n \n\n \n\n203,607\n\n \n\n \n\n \n\n163,267\n\n \n\n \n\n \n\n18,182\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nCost of revenue – third parties\n\n \n\n \n\n(134,620\n\n)\n\n \n\n \n\n(114,525\n\n)\n\n \n\n \n\n(13,080\n\n)\n\nCost of revenue – related parties\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(75\n\n)\n\nTotal cost of revenue\n\n \n\n \n\n(134,620\n\n)\n\n \n\n \n\n(114,525\n\n)\n\n \n\n \n\n(13,155\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\nGross profit\n\n \n\n \n\n68,987\n\n \n\n \n\n \n\n48,742\n\n \n\n \n\n \n\n5,027\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSelling, general and administrative expenses\n\n \n\n \n\n(9,122\n\n)\n\n \n\n \n\n(8,574\n\n)\n\n \n\n \n\n(1,790\n\n)\n\nOperating profit\n\n \n\n \n\n59,865\n\n \n\n \n\n \n\n40,168\n\n \n\n \n\n \n\n3,237\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBargain purchase gain\n\n \n\n \n\n—\n\n \n\n \n\n \n\n49,429\n\n \n\n \n\n \n\n—\n\n \n\nOther income/(expenses), net – third parties\n\n \n\n \n\n246\n\n \n\n \n\n \n\n775\n\n \n\n \n\n \n\n(108\n\n)\n\nOther income, net – related parties\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n29\n\n \n\nTotal other income/(expenses), net\n\n \n\n \n\n246\n\n \n\n \n\n \n\n50,204\n\n \n\n \n\n \n\n(79\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\nFinance income – third parties\n\n \n\n \n\n339\n\n \n\n \n\n \n\n55\n\n \n\n \n\n \n\n9\n\n \n\nFinance income – related parties\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n65\n\n \n\nTotal finance income\n\n \n\n \n\n339\n\n \n\n \n\n \n\n55\n\n \n\n \n\n \n\n74\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFinance cost – third parties\n\n \n\n \n\n(284\n\n)\n\n \n\n \n\n(915\n\n)\n\n \n\n \n\n(38\n\n)\n\nFinance cost – related parties\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n(162\n\n)\n\nTotal finance cost\n\n \n\n \n\n(284\n\n)\n\n \n\n \n\n(915\n\n)\n\n \n\n \n\n(200\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\nProfit before tax\n\n \n\n \n\n60,166\n\n \n\n \n\n \n\n89,512\n\n \n\n \n\n \n\n3,032\n\n \n\nIncome tax expense\n\n \n\n \n\n(13,189\n\n)\n\n \n\n \n\n(7,424\n\n)\n\n \n\n \n\n(657\n\n)\n\nNet profit\n\n \n\n \n\n46,977\n\n \n\n \n\n \n\n82,088\n\n \n\n \n\n \n\n2,375\n\n \n\n \n\nRevenue\n\nWe generate revenue primarily from (i) sale of oilfield equipment products, and (ii) rendering of premium threading and other ancillary services. Sale of oilfield equipment products include specialty connectors and pipes, surface wellhead and Christmas tree. Our other ancillary services include machining services for oil country tubular goods, repair and remanufacture services, inspection services and engineering and testing services. Our revenue was $18.2 million for the period from April 1, 2023 through June 15, 2023, $163.3 million for the period from June 16, 2023 through March 31, 2024, and $203.6 million for the year ended March 31, 2025.\n\nFor the year ended March 31, 2025, Saudi ARAMCO accounted for 67% of our total revenue. Given the significance of this customer to our overall business, our financial performance is substantially dependent on the continued demand from ARAMCO. Any reduction in orders, changes in ARAMCO’s procurement policies, operational disruptions, or broader industry downturns affecting ARAMCO could have a material adverse impact on our revenue and profitability. We acknowledge that our high reliance on a single customer presents a customer concentration risk, and we are actively working to diversify our customer base by expanding sales to other major oil and gas operators in MENA, Asia Pacific, and other international markets. While ARAMCO remains a key strategic partner, we are pursuing initiatives to strengthen relationships with other clients in order to reduce dependency on any one customer.\n\n \n\n60\n\n[Table of Contents](#toc_page)\n\n \n\nThe following table sets forth our revenue by categories for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nPredecessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nFor the period\nJune 16, 2023\nthrough\nMarch 31,\n2024\n\n \n\n \n\nFor the period\nApril 1\nthrough\nJune 15,\n2023\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nRevenue\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of oilfield equipment products\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSpecialty connectors and pipes\n\n \n\n \n\n143,091\n\n \n\n \n\n \n\n113,531\n\n \n\n \n\n \n\n5,114\n\n \n\nSurface wellhead and Christmas tree\n\n \n\n \n\n8,675\n\n \n\n \n\n \n\n6,750\n\n \n\n \n\n \n\n3,017\n\n \n\nRendering of premium threading and other ancillary\n   services\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPremium threading services\n\n \n\n \n\n36,832\n\n \n\n \n\n \n\n31,088\n\n \n\n \n\n \n\n7,625\n\n \n\nOther ancillary services\n\n \n\n \n\n15,009\n\n \n\n \n\n \n\n11,898\n\n \n\n \n\n \n\n2,426\n\n \n\nTotal Revenue\n\n \n\n \n\n203,607\n\n \n\n \n\n \n\n163,267\n\n \n\n \n\n \n\n18,182\n\n \n\n \n\nThe increase in revenue was mainly driven by a substantial growth in our sales of specialty connectors and pipes. Our revenue for specialty connectors and pipes was $5.1 million for the period from April 1, 2023 through June 15, 2023, $113.5 million for the period from June 16, 2023 through March 31, 2024, and $143.1 million for the year ended March 31, 2025. We achieved such revenue growth primarily due to a significant increase in demand from one of our major customers who had higher levels of business activities related to oil and gas production.\n\nOur revenue for surface wellhead and Christmas tree was $3.0 million for the period from April 1, 2023 through June 15, 2023, $6.8 million for the period from June 16, 2023 through March 31, 2024, and $8.7 million for the year ended March 31, 2025. The change was due to lower demand from one of our major customers in Indonesia who had lower levels of business activities related to oil and gas production.\n\nOur revenue from rendering of premium threading services was $7.6 million for the period from April 1, 2023 through June 15, 2023, $31.1 million for the period from June 16, 2023 through March 31, 2024, and $36.8 million for the year ended March 31, 2025. There were no significant changes in the revenue as a group due to relatively stable level of rig activities across our oil and gas customers in the countries we operate in that drive their demand for our premium threading services.\n\nOur revenue generated from other ancillary services was $2.4 million for the period from April 1, 2023 through June 15, 2023, $11.9 million for the period from June 16, 2023 through March 31, 2024, and $15.0 million for the year ended March 31, 2025. The change was largely due to the higher level of demand from our customers.\n\nThe following table sets forth our revenue by operating markets for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nPredecessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nFor the period\nJune 16, 2023\nthrough\nMarch 31,\n2024\n\n \n\n \n\nFor the period\nApril 1\nthrough\nJune 15,\n2023\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nRevenue\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSaudi Arabia\n\n \n\n \n\n141,084\n\n \n\n \n\n \n\n112,015\n\n \n\n \n\n \n\n3,544\n\n \n\nSingapore\n\n \n\n \n\n19,407\n\n \n\n \n\n \n\n19,011\n\n \n\n \n\n \n\n4,577\n\n \n\nMalaysia\n\n \n\n \n\n15,265\n\n \n\n \n\n \n\n11,102\n\n \n\n \n\n \n\n3,402\n\n \n\nThailand\n\n \n\n \n\n11,399\n\n \n\n \n\n \n\n7,603\n\n \n\n \n\n \n\n2,367\n\n \n\nIndonesia\n\n \n\n \n\n13,555\n\n \n\n \n\n \n\n11,154\n\n \n\n \n\n \n\n3,740\n\n \n\nOthers\n\n \n\n \n\n2,897\n\n \n\n \n\n \n\n2,382\n\n \n\n \n\n \n\n552\n\n \n\nTotal revenue\n\n \n\n \n\n203,607\n\n \n\n \n\n \n\n163,267\n\n \n\n \n\n \n\n18,182\n\n \n\n \n\nIn terms of revenue by operating markets, revenue from Saudi Arabia was the largest growth driver and contributor. Our revenue from Saudi Arabia was $3.5 million for the period from April 1, 2023 through June 15, 2023, $112.0 million for the period from June 16, 2023 through March 31, 2024, and $141.1 million for the year ended March 31, 2025. The change was primarily due to an increase in demand for our specialty connectors and pipes from one of our major customers in Saudi Arabia who had higher levels of business activities related to oil and gas production.\n\n \n\n61\n\n[Table of Contents](#toc_page)\n\n \n\nOur revenue from Singapore was $4.6 million for the period from April 1, 2023 through June 15, 2023, $19.0 million for the period from June 16, 2023 through March 31, 2024, and $19.4 million for the year ended March 31, 2025. The change was due to lower level of rig activities for our oil and gas customers that decreased their demand for both premium threading services and other ancillary services within Singapore.\n\nOur revenue from Malaysia was $3.4 million for the period from April 1, 2023 through June 15, 2023, $11.1 million for the period from June 16, 2023 through March 31, 2024, and $15.3 million for the year ended March 31, 2025. The change was due primarily from growth and an increase in demand for other ancillary services within Malaysia.\n\nOur revenue from Thailand was $2.4 million for the period from April 1, 2023 through June 15, 2023, $7.6 million for the period from June 16, 2023 through March 31, 2024, and $11.4 million for the year ended March 31, 2025. The change was mainly driven by an increase in demand for other ancillary services due to the higher level of business activities for our oil and gas customers within Thailand.\n\nOur revenue from Indonesia was $3.7 million for the period from April 1, 2023 through June 15, 2023, $11.2 million for the period from June 16, 2023 through March 31, 2024, and $13.6 million for the year ended March 31, 2025. The change was driven primarily by the decrease in sales of surface wellhead and Christmas tree due to lower levels of business activities related to oil and gas production.\n\nOur revenue from other markets was $0.6 million for the period from April 1, 2023 through June 15, 2023, $2.4 million for the period from June 16, 2023 through March 31, 2024, and $2.9 million for the year ended March 31, 2025. There were no significant changes observed.\n\nCost of revenue\n\nThe cost of revenue primarily consists of personnel costs, material, supplies and subcontracting costs, royalties, freight costs, equipment costs and other associated direct costs. Our cost of revenue was $13.2 million for the period from April 1, 2023 through June 15, 2023, $114.5 million for the period from June 16, 2023 through March 31, 2024, and $134.6 million for the year ended March 31, 2025.\n\nThe following table sets forth our cost of revenue by categories for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nPredecessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nFor the period\nJune 16, 2023\nthrough\nMarch 31,\n2024\n\n \n\n \n\nFor the period\nApril 1 through\nJune 15,\n2023\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nCost of revenue\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSale of oilfield equipment products\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSpecialty connectors and pipes\n\n \n\n \n\n97,678\n\n \n\n \n\n \n\n85,613\n\n \n\n \n\n \n\n4,282\n\n \n\nSurface wellhead and Christmas tree\n\n \n\n \n\n6,511\n\n \n\n \n\n \n\n2,330\n\n \n\n \n\n \n\n2,694\n\n \n\nRendering of premium threading and other ancillary\n   services\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nPremium threading services\n\n \n\n \n\n22,495\n\n \n\n \n\n \n\n19,754\n\n \n\n \n\n \n\n4,772\n\n \n\nOther ancillary services\n\n \n\n \n\n7,936\n\n \n\n \n\n \n\n6,828\n\n \n\n \n\n \n\n1,407\n\n \n\nTotal cost of revenue\n\n \n\n \n\n134,620\n\n \n\n \n\n \n\n114,525\n\n \n\n \n\n \n\n13,155\n\n \n\n \n\nOur cost of revenue for specialty connectors and pipes was $4.3 million for the period from April 1, 2023 through June 15, 2023, $85.6 million for the period from June 16, 2023 through March 31, 2024, and $97.7 million for the year ended March 31, 2025. The change was largely due to our material, supplies and subcontracting costs incurred to manufacture the higher volume of specialty connectors and pipes as ordered by our customers.\n\nOur cost of revenue for surface wellhead and Christmas tree was $2.7 million for the period from April 1, 2023 through June 15, 2023, $2.3 million for the period from June 16, 2023 through March 31, 2024, and $6.5 million for the year ended March 31, 2025. Despite a decrease in the revenue from surface wellhead and Christmas tree, there was an increase in our material and supplies costs while the common fixed cost to manufacture remain relatively at the same level.\n\nOur cost of revenue from rendering of premium threading services was $4.8 million for the period from April 1, 2023 through June 15, 2023, $19.8 million for the period from June 16, 2023 through March 31, 2024, and $22.5 million for the year ended March 31, 2025. The change was in line with the decrease in revenue where lower variable licensing cost were charged pursuant to the existing licensing agreement with the licensors.\n\n \n\n62\n\n[Table of Contents](#toc_page)\n\n \n\nOur cost of revenue generated from other ancillary services was $1.4 million for the period from April 1, 2023 through June 15, 2023, $6.8 million for the period from June 16, 2023 through March 31, 2024, and $7.9 million for the year ended March 31, 2025. There were no significant changes observed.\n\nThe following table sets forth our cost of revenue by operating markets for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nPredecessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nFor the period\nJune 16, 2023\nthrough\nMarch 31,\n2024\n\n \n\n \n\nFor the period\nApril 1 through\nJune 15,\n2023\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nCost of revenue\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nSaudi Arabia\n\n \n\n \n\n96,515\n\n \n\n \n\n \n\n78,303\n\n \n\n \n\n \n\n2,656\n\n \n\nSingapore\n\n \n\n \n\n9,566\n\n \n\n \n\n \n\n12,816\n\n \n\n \n\n \n\n3,112\n\n \n\nMalaysia\n\n \n\n \n\n8,445\n\n \n\n \n\n \n\n8,693\n\n \n\n \n\n \n\n1,995\n\n \n\nThailand\n\n \n\n \n\n8,989\n\n \n\n \n\n \n\n5,915\n\n \n\n \n\n \n\n1,673\n\n \n\nIndonesia\n\n \n\n \n\n9,242\n\n \n\n \n\n \n\n7,078\n\n \n\n \n\n \n\n3,424\n\n \n\nOthers\n\n \n\n \n\n1,863\n\n \n\n \n\n \n\n1,720\n\n \n\n \n\n \n\n295\n\n \n\nTotal cost of revenue\n\n \n\n \n\n134,620\n\n \n\n \n\n \n\n114,525\n\n \n\n \n\n \n\n13,155\n\n \n\n \n\nOur cost of revenue from Saudi Arabia was $2.7 million for the period from April 1, 2023 through June 15, 2023, $78.3 million for the period from June 16, 2023 through March 31, 2024, and $96.5 million for the year ended March 31, 2025. The change was primarily due to a significant increase in material, supplies and subcontracting costs incurred to manufacture the higher volume of specialty connectors and pipes ordered by one of our major customers in Saudi Arabia.\n\nOur cost of revenue from Singapore was $3.1 million for the period from April 1, 2023 through June 15, 2023, $12.8 million for the period from June 16, 2023 through March 31, 2024, and $9.6 million for the year ended March 31, 2025. The change was in line with the decrease in revenue generated from Singapore.\n\nOur cost of revenue from Malaysia was $2.0 million for the period from April 1, 2023 through June 15, 2023, $8.7 million for the period from June 16, 2023 through March 31, 2024, and $8.4 million for the year ended March 31, 2025. The change was driven by having a higher product margin mix sold in Malaysia.\n\nOur cost of revenue from Thailand was $1.7 million for the period from April 1, 2023 through June 15, 2023, $5.9 million for the period from June 16, 2023 through March 31, 2024, and $9.0 million for the year ended March 31, 2025. The change was in line with the increase in revenue generated within Thailand.\n\nOur cost of revenue from Indonesia was $3.4 million for the period from April 1, 2023 through June 15, 2023, $7.1 million for the period from June 16, 2023 through March 31, 2024, and $9.2 million for the year ended March 31, 2025. The change was in line with the decrease in revenue generated within Indonesia.\n\nOur cost of revenue from other markets was $0.3 million for the period from April 1, 2023 through June 15, 2023, $1.7 million for the period from June 16, 2023 through March 31, 2024, and $1.9 million for the year ended March 31, 2025. There were no significant changes observed.\n\nGross profit\n\nOur gross profit was $5.0 million for the period from April 1, 2023 through June 15, 2023, $48.7 million for the period from June 16, 2023 through March 31, 2024, and $69.0 million for the year ended March 31, 2025. Our gross profit margin was 27.6% for the period from April 1, 2023 through June 15, 2023, 29.9% for the period from June 16, 2023 through March 31, 2024, and 33.9% for the year ended March 31, 2025. The change in gross profit was primarily due to an increase in total revenue, as well as benefit from economies of scale with higher volume of sales and higher mix of higher margin services performed.\n\nSelling, general and administrative expenses\n\nSelling, general and administrative expenses consisted primarily of salary and benefits, office expenses, legal and professional fees, transportation, travel and accommodation and other administrative expenses. Our selling, general and administrative expenses was $1.8 million for the period from April 1, 2023 through June 15, 2023, $8.6 million for the period from June 16, 2023 through March 31, 2024, and $9.1 million for the year ended March 31, 2025. The changes was mainly due to a decrease in legal and professional fees, staff expenses and depreciation.\n\n \n\n63\n\n[Table of Contents](#toc_page)\n\n \n\nBargain purchase gain\n\nA bargain purchase gain of $49.4 million was recognized for the period from June 16, 2023 through March 31, 2024 in connection with the management buyout. The bargain purchase gain represents the excess of the fair value of the net assets in addition to the consideration paid at the acquisition date. The negotiation process of the fixed purchase consideration happened during the downturn in the oil and gas industry and a corresponding shift in business direction by the previous owners, back in the year 2022. As market conditions have improved materially since the downturn, these assets have been revalued to reflect their current fair value and the difference between the acquisition cost, and the revalued amount has resulted in a significant bargain purchase gain. See Note 3 to our consolidated financial statements included elsewhere in this annual report for further details.\n\nOther income/(expenses), net\n\nOther income/(expenses), net primarily consisted of gain from disposal of property, plant and equipment, and gain/(loss) from foreign exchange and others. For the period from April 1, 2023 through June 15, 2023, our other expenses, net was $0.08 million. For the period from June 16, 2023 through March 31, 2024, our other income, net was $0.8 million. For the year ended March 31, 2025, our other income, net was $0.2 million. The changes was primarily due to lower miscellaneous income generated during the year.\n\nFinance income\n\nFinance income primarily consisted of interest income from banks. Our finance income was $0.07 million for the period from April 1, 2023 through June 15, 2023, $0.06 million for the period from June 16, 2023 through March 31, 2024, and $0.3 million for the year ended March 31, 2025. The change was mainly due to the increase in interest income from fixed deposits placed with the banks.\n\nFinance costs\n\nFinance costs primarily consisted of interest expenses from bank loans, interest expense from lease liability and interest expense from defined benefit plans. Our finance costs was $0.2 million for the period from April 1, 2023 through June 15, 2023, $0.9 million for the period from June 16, 2023 through March 31, 2024, and $0.3 million for the year ended March 31, 2025. The changes was mainly due to a decrease in interest expense driven by the repayment of amounts due to a related party of the predecessor.\n\nIncome tax expense\n\nOur income tax expense was $0.7 million for the period from April 1, 2023 through June 15, 2023, $7.4 million for the period from June 16, 2023 through March 31, 2024, and $13.2 million for the year ended March 31, 2025. The change was due to higher impact of non-deductible expenses for the year ended March 31, 2025.\n\nWe are subject to income tax rules and regulations in the jurisdictions we operated, which mainly include Singapore, Saudi Arabia, Malaysia and Thailand. Singapore sourced income and foreign-sourced income that is remitted or deemed remitted to Singapore are subject to a flat corporate income tax of 17% with certain partial tax exemption. Our operation in Saudi Arabia is subject to 20% income tax on our net adjusted profits generated in Saudi Arabia. Our operation in Malaysia is subject to 24% income tax on our chargeable income generated in Malaysia. Our operation in Thailand is subject to 20% income tax on our net income generated in Thailand. Our effective income tax rates was 21.7% for the period from April 1, 2023 through June 15, 2023, 8.3% for the period from June 16, 2023 through March 31, 2024, and 21.9% for the year ended March 31, 2025. The changes were primarily due to the tax effect from zero tax imposed on the bargain purchase gain of $49.4 million recognized for period from June 16, 2024 through March 31, 2024, and higher impact of non-deductible expenses for the year ended March 31, 2025.\n\nNet profit for the year\n\nAs a result of the foregoing, our net profit was $2.4 million for the period from April 1, 2023 through June 15, 2023, $82.1 million for the period from June 16, 2023 through March 31, 2024, and $47.0 million for the year ended March 31, 2025.\n\nKey Non-IFRS Financial Measures\n\nIn addition to the measures presented in our consolidated financial statements, we use the following key non-IFRS financial measures to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. However, the definitions of our non-IFRS financial measures may be different from those used by other companies, and therefore, may not be comparable. Furthermore, these non-IFRS financial measures have certain limitations in that they do not include the impact of certain expenses reflected in our consolidated financial statements that are necessary to run our business. Thus, these non-IFRS financial measures should be considered in addition to, not as substitutes for, or in isolation from, measures prepared in accordance with IFRS.\n\n \n\n \n\n64\n\n[Table of Contents](#toc_page)\n\n \n\nWe compensate for these limitations by providing a reconciliation of these non-IFRS financial measures to the related IFRS financial measures under the section titled “—Reconciliation of Non-IFRS Financial Measures.” We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure and to view these non-IFRS financial measures in conjunction with their respective related IFRS financial measures.\n\nAdjusted EBITDA\n\nAdjusted EBITDA in 2026 was $41.2 million, compared with $64.1 million for the year ended March 31, 2025.\n\nAdjusted EBITDA is calculated as net profit for the period adjusted to exclude: (i) income tax expense, (ii) other income, net, (iii) finance income, (iv) finance cost and (v) depreciation and amortization, including lease depreciation.\n\nAdjusted EBITDA shows a clearer picture of the earnings generated from its operations by excluding the impact of non-cash items, financing costs and income, taxes and other items not considered indicative of the Company's core operating performance, providing management and investors a clearer metric to evaluate profitability and cash generation capability of the Company's operations.\n\nAdjusted Free Cash Flow\n\nAdjusted free cash flow in 2026 was $52.5 million, compared with $37.6 million for the year ended March 31, 2025.\n\nAdjusted Free Cash Flow is defined as net cash flows from operating activities less capital expenditures including acquisition of property, plant and equipment and acquisition of intangible assets, plus proceeds from sale of property, plant and equipment. This measure assesses the Company's capital efficiency by deducting the cash required to purchase, replace and upgrade the machineries, equipment and systems to keep the production lines running.\n\nReconciliation of Non-IFRS Financial Measures\n\nThe following tables provide reconciliations of Adjusted EBITDA and Adjusted Free Cash Flow.\n\n \n\n \n\nFor the years ended,\nMarch 31,\n\n \n\n \n\n2026\n\n \n\n2025\n\n \n\n \n\nUS$'000\n\n \n\nUS$'000\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet profit\n\n \n\n33,878\n\n \n\n \n\n46,977\n\n \n\nIncome tax expense\n\n \n\n4,517\n\n \n\n \n\n13,189\n\n \n\nOther income, net\n\n \n\n(349\n\n)\n\n \n\n(246\n\n)\n\nFinance income\n\n \n\n(3,593\n\n)\n\n \n\n(339\n\n)\n\nFinance cost\n\n \n\n404\n\n \n\n \n\n284\n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating profit\n\n \n\n34,857\n\n \n\n \n\n59,865\n\n \n\nDepreciation and amortization\n\n \n\n6,366\n\n \n\n \n\n4,207\n\n \n\n \n\n \n\n \n\n \n\n \n\nAdjusted EBITDA (Non-IFRS)\n\n \n\n41,223\n\n \n\n \n\n64,072\n\n \n\nAdjusted EBITDA margin (Non-IFRS)\n\n \n\n26.4\n\n%\n\n \n\n31.5\n\n%\n\n \n\n \n\n \n\nFor the years ended,\nMarch 31,\n\n \n\n \n\n2026\n\n \n\n2025\n\n \n\n \n\nUS$'000\n\n \n\nUS$'000\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet cash provided by operating activities\n\n \n\n54,118\n\n \n\n \n\n40,502\n\n \n\n \n\n \n\n \n\n \n\n \n\nLess: Capital expenditure\n\n \n\n \n\n \n\n \n\n  - Acquisition of property, plant and equipment\n\n \n\n(1,114\n\n)\n\n \n\n(2,863\n\n)\n\n  - Proceeds from sale of property, plant and equipment\n\n \n\n2\n\n \n\n \n\n-\n\n \n\n  - Acquisition of intangible asset\n\n \n\n(523\n\n)\n\n \n\n-\n\n \n\n \n\n \n\n \n\n \n\n \n\nAdjusted Free Cash Flow (Non-IFRS)\n\n \n\n52,483\n\n \n\n \n\n37,639\n\n \n\n \n\n \n\n65\n\n[Table of Contents](#toc_page)\n\n \n\nB.\nLiquidity and capital resources\n\nOur liquidity and working capital requirements primarily relate to our operating expenses. Historically, we have managed our working capital and other liquidity requirements through a combination of cash generated from our operations and loan facilities from banks and a related party. The directors are satisfied that funds are available to finance the operations of the Group.\n\nAs of March 31, 2026 and March 31, 2025, our cash and cash equivalents, excluding restricted cash, amounted to approximately $152.0 million and $73.0 million, respectively, and our current assets were $198.2 million and $124.9 million, respectively, and our current liabilities were $29.8 million and $24.5 million, respectively. For the year ended March 31, 2026, we generated operating profit and net profit of $34.9 million and $33.9 million, respectively, and our cash provided by operations was $54.1 million. For the year ended March 31, 2025, we generated operating profit and net profit of $59.9 million and $47.0 million, respectively, and our cash provided by operations was $40.5 million.\n\nOn May 13, 2025, the Group completed initial public offering in which issuing and selling an aggregate of 3,703,704 Ordinary Shares, at a price of $9 per share, generating total gross proceeds of $33.3 million before deducting underwriting discounts and other offering expenses.\n\nTo sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:\n\n•\ncash generated from our operations; and\n\n•\nother available sources of financing from banks and other financial institutions.\n\nOur consolidated financial statements appearing elsewhere in this annual report have been prepared on the assumption that the Company will continue as a going concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. Our ability to continue as a going concern depends upon aligning our sources of funding (debt and equity) with the expenditure requirements of the Company and repayment of the short-term debt facilities as and when they fall due.\n\nWe maintain sufficient cash and internally generate cash from operations to finance our activities.\n\nCash Flows Analysis\n\nFor the year ended March 31, 2026 (Successor) and March 31, 2025 (Successor)\n\nThe following table sets forth a summary of our cash flows for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2026\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nNet cash provided by operating activities\n\n \n\n \n\n54,118\n\n \n\n \n\n \n\n40,502\n\n \n\nNet cash used in investing activities\n\n \n\n \n\n(2,035\n\n)\n\n \n\n \n\n(2,862\n\n)\n\nNet cash provided by/(used in) financing activities\n\n \n\n \n\n26,980\n\n \n\n \n\n \n\n(8,059\n\n)\n\nEffect of foreign exchange on cash, cash equivalents\n   and restricted cash\n\n \n\n \n\n(592\n\n)\n\n \n\n \n\n820\n\n \n\nNet increase in cash, cash equivalents and\n   restricted cash\n\n \n\n \n\n78,471\n\n \n\n \n\n \n\n30,401\n\n \n\nCash, cash equivalents and restricted cash at\n   beginning of year\n\n \n\n \n\n75,831\n\n \n\n \n\n \n\n45,430\n\n \n\nCash, cash equivalents and restricted cash at end of\n   year\n\n \n\n \n\n154,302\n\n \n\n \n\n \n\n75,831\n\n \n\n \n\nOperating Activities\n\nOur net cash provided by operating activities was $40.5 million for the year ended March 31, 2025. Our net cash provided by operating activities was $54.1 million for the year ended March 31, 2026. The changes were primarily due to:\n\n(1)\nA decrease in net income after adjusting for non-cash items driven mainly by a decrease in our revenue. Our net income after adjusting for non-cash items was $65.6 million (net income of $47.0 million add adjustments for non-cash items of $18.6 million) for the year ended March 31, 2025 and $40.7 million (net income of $33.9 million add adjustments for non-cash items of $6.8 million) for the year ended March 31, 2026; and\n\n \n\n66\n\n[Table of Contents](#toc_page)\n\n \n\n(2)\nAn increase in trade and other payables as we optimized our working capital management through improved supplier terms and disciplined cash flow controls. Our changes in trade and other payables was a decrease of $32.2 million for the year ended March 31, 2025 and an increase of $12.6 million for the year ended March 31, 2026; and\n\n(3)\nOffset by an increase in trade receivables and contract assets, driven by delayed customer payments which extended our collection cycle in the year ended March 31, 2026. Our changes in trade receivables and contract assets were a decrease of $19.7 million for the year ended March 31, 2025 and an increase of $6.2 million for the year ended March 31, 2026; and\n\n(4)\nA decrease in inventories as lower customer demand and reduced pre-orders required less inventory levels compared to prior year. Our changes in inventories were an increase of $2.3 million for the year ended March 31, 2025, and a decrease of $16.2 million for the year ended March 31, 2026.\n\nInvesting Activities\n\nFor the year ended March 31, 2026, net cash used in investing activities was $2.0 million, which primarily consisted of $1.1 million of cash payments for acquisition of property, plant and equipment, $0.5 million of cash payments for acquisition of intangible asset and $0.4 million loan extended to a related party.\n\nFor the year ended March 31, 2025, net cash used in investing activities was $2.9 million, which primarily consisted of $2.9 million of cash payments for acquisition of property, plant and equipment.\n\nFinancing Activities\n\nFor the year ended March 31, 2026, net cash provided by financing activities was $27.0 million which primarily consisted of $30.6 million of proceeds from the issuance of ordinary shares relating to the Group's initial public offering, offset by $1.7 million in payment of offering costs, $0.4 million in interest payment and $1.5 million in payment of lease liabilities.\n\nFor the year ended March 31, 2025, net cash used in financing activities was $8.1 million which primarily consisted of $6.5 million repayment of loans and borrowings, $0.3 million in interest payment and $1.3 million in payment of lease liabilities.\n\nCash Flows Analysis\n\nFor the year ended March 31, 2025 (Successor), the Period from June 16, 2023 through March 31, 2024 (Successor), and the Period from April 1, 2023 through June 15, 2023 (Predecessor).\n\nThe following table sets forth a summary of our cash flows for the periods indicated.\n\n \n\n \n\nSuccessor\n\n \n\n \n\nSuccessor\n\n \n\n \n\nPredecessor\n\n \n\n \n\nFor the\nyear ended\nMarch 31,\n2025\n\n \n\n \n\nFor the period\nJune 16, 2023\nthrough\nMarch 31,\n2024\n\n \n\n \n\nFor the period\nApril 1\nthrough\nJune 15,\n2023\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nNet cash provided by/(used in) operating activities\n\n \n\n \n\n40,502\n\n \n\n \n\n \n\n24,045\n\n \n\n \n\n \n\n(2,890\n\n)\n\nNet cash (used in)/provided by investing activities\n\n \n\n \n\n(2,862\n\n)\n\n \n\n \n\n(6,136\n\n)\n\n \n\n \n\n19,781\n\n \n\nNet cash (used in)/provided by financing activities\n\n \n\n \n\n(8,059\n\n)\n\n \n\n \n\n91\n\n \n\n \n\n \n\n(18,716\n\n)\n\nEffect of foreign exchange on cash, cash equivalents\n   and restricted cash\n\n \n\n \n\n820\n\n \n\n \n\n \n\n(2,473\n\n)\n\n \n\n \n\n(75\n\n)\n\nNet increase/(decrease) in cash, cash equivalents and\n   restricted cash\n\n \n\n \n\n30,401\n\n \n\n \n\n \n\n15,527\n\n \n\n \n\n \n\n(1,900\n\n)\n\nCash, cash equivalents and restricted cash at\n   beginning of year/period\n\n \n\n \n\n45,430\n\n \n\n \n\n \n\n29,903\n\n \n\n \n\n \n\n31,803\n\n \n\nCash, cash equivalents and restricted cash at end of\n   year/period\n\n \n\n \n\n75,831\n\n \n\n \n\n \n\n45,430\n\n \n\n \n\n \n\n29,903\n\n \n\n \n\n \n\n67\n\n[Table of Contents](#toc_page)\n\n \n\nOperating Activities\n\nOur net cash used in operating activities was $2.9 million for the period from April 1, 2023 through June 15, 2023. Our net cash provided by operating activities was $24.0 million for the period from June 16, 2023 through March 31, 2024. Our net cash provided by operating activities was $40.5 million for the year ended March 31, 2025. The changes were primarily due to:\n\n(5)\nAn increase in net income after adjusting for non-cash items driven mainly by an increase in our revenue. Our net income after adjusting for non-cash items was $3.7 million (net income of $2.4 million add adjustments for non-cash items of $1.3 million) for the period from April 1, 2023 through June 15, 2023, $44.4 million ($82.1 million less adjustments for non-cash items of $37.7 million) for the period from June 16, 2023 through March 31, 2024, and $65.6 million (net income of $47.0 million add adjustments for non-cash items of $18.6 million) for the year ended March 31, 2025; and\n\n(6)\nA decrease in trade and other payables in line with lower business activities in the immediate preceding months leading up to the year ended March 31, 2025 and improved vendor relationship for smooth operation with minimal disruption of supplies. Our changes in trade and other payables was a decrease of $2.2 million for the period from April 1, 2023 through June 15, 2023, an increase of $26.2 million for the period from June 16, 2023 through March 31, 2024, and a decrease of $32.2 million for the year ended March 31, 2025; and\n\n(7)\nOffset by a decrease in trade receivables (including both third parties and related parties) and contract assets as a result of relatively lower revenue generated in the immediate preceding months leading up to the year ended March 31, 2025 and shorter collection cycle. Our changes in trade receivables and contract assets were an increase of $2.0 million for the period from April 1, 2023 through June 15, 2023, an increase of $19.2 million for the period from June 16, 2023 through March 31, 2024, and a decrease of $19.7 million for the year ended March 31, 2025; and\n\n(8)\nAn increase in inventories as we had more inventory balance to meet the increased demands and pre-orders from our customers. Our changes in inventories were an increase of $0.4 million for the period from April 1, 2023 through June 15, 2023, an increase of $20.8 million for the period from June 16, 2023 through March 31, 2024, and a increase of $2.3 million for the year ended March 31, 2025.\n\nInvesting Activities\n\nFor the year ended March 31, 2025, net cash used in investing activities was $2.9 million, which primarily consisted of $2.9 million of cash payments for acquisition of property, plant and equipment.\n\nFor the period from June 16, 2023 through March 31, 2024, net cash used in investing activities was $6.1 million, which primarily consisted of increase in amount due from related parties amounting to $1.6 million relating to costs incurred as part of our initial public offering, $2.0 million of cash payment for the MBO and $3.2 million of acquisition of property, plant and equipment and offset by $0.7 million of proceeds from sale of property, plant and equipment.\n\nFor the period from April 1, 2023 through June 15, 2023, net cash provided by investing activities was $19.8 million, which primarily consisted of collection of amount due from related parties of the Predecessor amounting to $21.0 million as a result of repayments received from related parties of the Predecessor as part of the termination of the cash pooling arrangements and offset by $1.2 million of acquisition of property, plant and equipment.\n\nFinancing Activities\n\nFor the year ended March 31, 2025, net cash used in financing activities was $8.1 million which was primarily consisted of $6.5 million repayment of loans and borrowings, $0.3 million in interest payment and $1.3 million in payment of lease liabilities.\n\nFor the period from June 16, 2023 through March 31, 2024, net cash provided by financing activities was $0.09 million which was primarily consisted of $5.0 million in advances from potential investors and offset by $3.9 million repayment made for the loans and borrowings, $0.2 million in interest payment and $0.8 million in payment of lease liabilities.\n\nFor the period from April 1, 2023 through June 15, 2023, net cash used in financing activities was $18.7 million which was primarily consisted of $28.0 million repayments made for the loans obtained from a related party of the Predecessor, $0.2 million in interest payment and $0.2 million in payment of lease liabilities, and offset by $8.8 million in proceeds from loans issued by a related party of the Predecessor and $0.9 million in proceeds from loans issued by a third-party financial institution.\n\nContingencies\n\nWe may become subject to claims and assessments from time to time in the ordinary course of business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. We accrue liabilities for such matters when it is probable that future expenditures will be made, and such expenditures can be reasonably estimated. OMS Oilfield Services Arabia Limited (“OMSA”), a wholly-owned subsidiary of the Successor, was previously involved in two tax dispute matters incidental to the ordinary conduct of its business. The tax dispute matters are related to the years ended March 31, 2017 and 2019.\n\n \n\n68\n\n[Table of Contents](#toc_page)\n\n \n\nAs of March 31, 2026 and March 31, 2025, the Successor’s accrued provision for the outstanding tax dispute matters related to the year ended March 31, 2017 was $0 and $2.3 million, respectively. The Tax Appeal Committee issued its decision in favor of the Company with respect to the tax dispute, and the Company has recovered the US$2.3 million previously paid under protest on March 12, 2026. As of the date of the annual report, this tax dispute matter has been resolved with the relevant tax authorities.\n\nFor the years ended March 31, 2026 and March 31, 2025, the Successor’s provision for estimated loss from tax disputes related to the year ended March 31, 2019 was $0 and $0.6 million, respectively. The Tax Appeal Committee issued its decision in favor of the relevant tax authorities. As of the date of the annual report, this tax dispute matter has been concluded with the relevant tax authorities.\n\nCapital Expenditures\n\nWe incurred capital expenditures of $1.6 million and $2.9 million for the years ended March 31, 2026 and March 31, 2025, respectively, primarily driven by purchases of property and equipment and intangible asset.\n\nOff-Balance Sheet Commitments and Arrangements\n\nWe have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.\n\nContractual Obligations\n\nAs of March 31, 2026\n\nThe following table sets forth certain contractual obligations as of March 31, 2026 and the timing and effect that such obligations are expected to have on our liquidity and capital requirements in future periods:\n\n \n\nFor the year ending March 31,\n\n \n\n2027\n\n \n\n \n\n2028\n\n \n\n \n\n2029\n\n \n\n \n\n2030\n\n \n\n \n\n2031\n\n \n\n \n\nThereafter\n\n \n\n \n\nTotal\n\n \n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nFinancial liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTrade and other payables\n\n \n\n \n\n27,355\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n27,355\n\n \n\nLease obligation\n\n \n\n \n\n1,650\n\n \n\n \n\n \n\n837\n\n \n\n \n\n \n\n529\n\n \n\n \n\n \n\n506\n\n \n\n \n\n \n\n506\n\n \n\n \n\n \n\n4,289\n\n \n\n \n\n \n\n8,317\n\n \n\nTotal contractual obligations\n\n \n\n \n\n29,005\n\n \n\n \n\n \n\n837\n\n \n\n \n\n \n\n529\n\n \n\n \n\n \n\n506\n\n \n\n \n\n \n\n506\n\n \n\n \n\n \n\n4,289\n\n \n\n \n\n \n\n35,672\n\n \n\n \n\nAs of March 31, 2025\n\nThe following table sets forth certain contractual obligations as of March 31, 2025 and the timing and effect that such obligations are expected to have on our liquidity and capital requirements in future periods:\n\n \n\nFor the year ending March 31,\n\n \n\n2026\n\n \n\n \n\n2027\n\n \n\n \n\n2028\n\n \n\n \n\n2029\n\n \n\n \n\n2030\n\n \n\n \n\nThereafter\n\n \n\n \n\nTotal\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\n \n\nUS$’000\n\n \n\nFinancial liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTrade and other payables\n\n \n\n \n\n15,070\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n15,070\n\n \n\nLease obligation\n\n \n\n \n\n1,489\n\n \n\n \n\n \n\n1,342\n\n \n\n \n\n \n\n747\n\n \n\n \n\n \n\n522\n\n \n\n \n\n \n\n506\n\n \n\n \n\n \n\n4,790\n\n \n\n \n\n \n\n9,396\n\n \n\nTotal contractual obligations\n\n \n\n \n\n16,559\n\n \n\n \n\n \n\n1,342\n\n \n\n \n\n \n\n747\n\n \n\n \n\n \n\n522\n\n \n\n \n\n \n\n506\n\n \n\n \n\n \n\n4,790\n\n \n\n \n\n \n\n24,466\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nQuantitative and Qualitative Disclosures About Market Risks\n\nWe are exposed to market risks in the ordinary course of our business. These risks primarily include credit risk, liquidity risk and foreign currency risk. See Note 23 to our consolidated financial statements included elsewhere in this annual report for further details.\n\n \n\n \n\n69\n\n[Table of Contents](#toc_page)\n\n \n\nCredit Risk\n\nWe are exposed to credit risk from our operating activities and from our financing activities, which arise principally from our trade receivables, prepayment and other currents assets, amount due from related parties and cash. With respect to trade receivables and prepayment and other current assets, we actively monitor and manage credit risk by performing credit checks and optimizing the payment and collection process. With respect to our amount due from a related party, we closely monitor and keep evaluating our related exposure to credit risk. With respect to the cash, we place substantially all of our cash with financial institutions with high credit ratings and quality in the jurisdictions we operate in. In the event of bankruptcy of one of these financial institutions, we may not be able to claim our cash back in full. We continue to monitor the financial strength of financial institutions. There has been no recent history of default in relation to these financial institutions.\n\nLiquidity Risk\n\nWe are also exposed to liquidity risk which is the risk that we are unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and related parties to obtain short-term funding to meet the liquidity shortage.\n\nCurrency risk\n\nWe are exposed to foreign exchange rate fluctuations as we translate the financial statements of our subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the translation adjustments resulting from the conversion of the financial statements of our subsidiaries with into U.S. dollars would result in a gain or loss recorded as a component of other comprehensive income (loss). We are also exposed to transactional foreign currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and receivables, that are denominated in a currency other than the respective functional currencies of the Predecessor and Successor entities. Foreign currency is monitored and managed by our Predecessor and Successor on an ongoing basis as the Predecessor and Successor endeavour to keep the net exposure at an acceptable level.\n\nC.\nResearch and development, patents and licenses, etc\n\nOur research and development spending totalled $0.06 million, $0.01 million and $0.85 million for the years ended March 31, 2026 and March 31, 2025, and the period from April 1, 2023 through March 31, 2024 respectively.\n\nThe following licenses and registrations are material for our Group’s operations:\n\nDescription\n\n \n\nIssuing Authority\n\n \n\nExpiry Date\n\n \n\nIssued to\n\nLicense to Operate Factory (Ror.Ngor.4)\nNo. Tor18/2555 for business of welding and threading, and repairing tools and equipment used for oil drilling\n\n \n\n \n\nDepartment of Industrial Works, Ministry of Industry of Thailand\n\n \n\nOctober 31, 2026\n\n \n\nOMS (Thailand) (Songkhla)\n\nLicense to Operate Factory (Ror.Ngor.4) No. Por.72/2558 for business of welding and threading\n\n \n\n \n\nDepartment of Industrial Works, Ministry of Industry of Thailand\n\n \n\nNovember 10, 2026\n\n \n\nOMS (Thailand) (Sattahip)\n\nLicense to Operate Business for Foreigner No. 17-548-0223-1 for the service businesses with respect to being a contractor for the manufacture and repair of tools and equipment used for drilling, drilling tubular tools, and drilling accessories for petroleum-related activities\n\n \n\nDepartment of Business Development, Ministry of Commerce of Thailand\n\n \n\n \n\n—\n\n \n\n \n\nOMS (Thailand) (Songkhla)\n\n \n\n \n\nDescription\n\n \n\nIssuing Authority\n\n \n\nExpiry Date\n\n \n\nIssued to\n\nLicense to Operate Business for Foreigner No. 1755700262 for the service business with respect to repair of tools and equipment used for drilling, drilling tubular tools, and drilling accessories for petroleum-related activities\n\n \n\n \n\nDepartment of Business Development, Ministry of Commerce of Thailand\n\n \n\n—\n\n \n\nOMS (Thailand) (Sattahip)\n\nOperational License No. OLC-26-06-10002730\n\n \n\nModon — Saudi Authority for Industrial Cities and Technology Zones\n\n \n\n \n\nJune 10, 2027\n\n \n\nOMS (Saudi)\n\nForeign Ownership License\n\n \n\nMinistry of Investment in Saudi Arabia\n\n \n\n \n\nMarch 1, 2027\n\n \n\nOMS (Saudi)\n\n \n\n70\n\n[Table of Contents](#toc_page)\n\n \n\nZakat, Tax, and Customs registration certificate\n\n \n\nZakat, Tax and Customs Authority\n\n \n\n \n\nJuly 31, 2027\n\n \n\nOMS (Saudi)\n\nCommercial registration certificate\n\n \n\nSaudi Ministry of Commerce\n\n \n\n15/10/1448HJ\n(i.e., March 23, 2027)\n\n \n\n \n\nOMS (Saudi)\n\nIndustrial License\n\n \n\nMinistry of Industry and Mineralization\n\n \n\n10/01/1449HJ\n(i.e., June 15, 2027)\n\n \n\nOMS (Saudi)\n\nValue Added Tax\n\n \n\nZakat, Tax and Customs Authority\n\n \n\n \n\nNA\n\n \n\nOMS (Saudi)\n\nEnvironmental Operational Permit\n\n \n\nNational Center for Environmental Compliance\n\n \n\n \n\n25/10/1449HJ\n(i.e., March 21, 2028)\n\n \n\nOMS (Saudi)\n\nLicense No. A1/2026, to Import and Store Poisons – “Chemicals for company own use as listed overleaf only”\n\n \n\n \n\nDepartment of Pharmaceutical Services, Ministry of Health\n\n \n\nDecember 31, 2026\n\n \n\nAwg Au Chuin Yan of OMS (Brunei)\n\nLicense to Supply Products/Service to Exploration and Oil/Gas Companies in Malaysia(1)\n\n \n\n \n\n \n\n \n\nPetroliam Nasional Berhad (Petronas)\n\n \n\nJanuary 12, 2028\n\n \n\nOMS (Malaysia OpCo).\n\nBusiness Premises License for the activities of a management office with account number DBKL.JPPP/01124/05/2018/PR01\n\n \n\n \n\nKuala Lumpur City Hall\n\n \n\nNovember 25, 2026\n\n \n\nOMS (Malaysia OpCo).\n\nBusiness Premises License for the activities of a factory for steel engineering and signboard with account number L0417020012\n\n \n\n \n\nIskandar Puteri Municipal Council\n\n \n\nDecember 31, 2026\n\n \n\nOMS (Malaysia OpCo).\n\nBusiness Premises License for the activities of electrical and mechanical heavy engineering works with account number 0601102930190\n\n \n\n \n\nKemaman Municipal Council\n\n \n\nDecember 31, 2026\n\n \n\nOMS (Malaysia OpCo).\n\nBusiness Premises License for the services for the preparation of goods for the oil/gas/liquid industry with account number 07470004T\n\n \n\n \n\nLabuan Corporation\n\n \n\nDecember 31, 2026\n\n \n\nOMS (Malaysia OpCo).\n\nControl of Supplies Act license with Reference number: PBKB/2024/P/T-000140\n\n \n\n \n\nMinistry of Domestic Trade and Cost of Living\n\n \n\nJanuary 11, 2028\n\n \n\nOMS (Malaysia OpCo).\n\nPoisons Act Type B (Wholesales license) dated December 4, 2025 with register no JB0108/2026\n\n \n\n \n\nMinistry of Health\n\n \n\nDecember 31, 2026\n\n \n\nSiti Amirah Binti Ahmad Thalith of OMS (Malaysia OpCo).\n\nPermit to purchase, store and use of Sodium Hydroxide dated 1 Jan 2026 with register no. TC0009/2026\n\n \n\n \n\nMinistry of Health\n\n \n\nDecember 31, 2026\n\n \n\nMohamad Yazid bin Abd Ghani of OMS (Malaysia OpCo).\n\nPoisons Act Type B (Wholesales license) dated November 21, 2025 with register no LB0008/2026\n\n \n\n \n\nMinistry of Health\n\n \n\nDecember 31, 2026\n\n \n\nRusnah Binti Hammadiya of OMS (Malaysia OpCo).\n\nBusiness Identification Number (NIB) Business Identification No. 8120018032136 dated October 23, 2018 as amended on March 31, 2023\n\n \n\n \n\nMinister of Investment/ Head of the Investment Coordinating Board\n\n \n\n—\n\n \n\nOMS (Indonesia)\n\nApproval of the Environmental Management Capability Statement (Environmental license) dated January 16, 2023\n\n \n\nMinister of Environment and Forestry of the Republic of Indonesia\n\n \n\n—\n\n \n\nOMS (Indonesia)\n\n \n\n \n\n71\n\n[Table of Contents](#toc_page)\n\n \n\nDescription\n\n \n\nIssuing Authority\n\n \n\nExpiry Date\n\n \n\nIssued to\n\nStandards Certificate for KBLI 33122 dated 27 November 2023 as amended on 1 December 2023\n\n \n\n \n\nMinister of Investment/Head of the Investment Coordinating Board\n\n \n\n—\n\n \n\nOMS (Indonesia)\n\nStandards Certificate for KBLI 09100 dated 22 September 2024\n\n \n\nMinister of Investment/Head of the Investment Coordinating Board\n\n \n\n \n\nSeptember 24, 2029\n\n \n\nOMS (Indonesia) — Jakarta (Bogor)\n\nStandards Certificate for KBLI 09100 dated 6 October 2024\n\n \n\nMinister of Investment/Head of the Investment Coordinating Board\n\n \n\n \n\nOctober 6, 2029\n\n \n\nOMS (Indonesia) — Duri\n\nIndustrial Business License for KBLI 24103, 25920, & 28240 dated 29 July 2019 as amended on 8 October 2020\n\n \n\n \n\nMinister of Industry\n\n \n\n—\n\n \n\nOMS (Indonesia)\n\nIndustrial Business License for KBLI 24103, 25920, & 28240 dated 29 July 2019 as amended on 14 December 2020\n\n \n\n \n\nMinister of Industry\n\n \n\n—\n\n \n\n \n\nOMS (Indonesia) — Jakarta (Bogor)\n\nCertificate of Factory Registration Receipt No. MOMOS20150001550\n\n \n\n \n\nMinistry of Manpower of Singapore\n\n \n\n—\n\n \n\nOMS (Singapore)\n\nPlease note that the requirement to hold a Petronas license to carry on petroleum-related activities in Malaysia comes from guidelines issued by Petronas itself, and not from any piece of legislation.\n\nFurther, with respect to OMS (Indonesia), there are licenses that are currently still in the process of being obtained, namely the industrial business license, spatial utilization conformity approval, standards certification, and an environmental license. Under Indonesian law, a delay in obtaining these licenses may subject OMS (Indonesia) to certain regulatory penalties.\n\nOther than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended March 31, 2026 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial conditions.\n\nD.\nCritical Accounting Estimates\n\nOur consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are more fully described in the notes to our consolidated financial statements included elsewhere in this annual report, we believe that the following accounting policies and estimates are critical to our business operations and understanding our consolidated financial results.\n\nBusiness combination\n\nWe completed management buy-out on June 16, 2023, which applied IFRS 3, Business Combination and was accounted for using an acquisition method when the acquired activities and assets meet the definition of a business and control is transferred to us.\n\nTransaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of (i) the total costs of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the acquisition date amounts of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the acquisition date amounts of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements.\n\n \n\n \n\n72\n\n[Table of Contents](#toc_page)\n\n \n\nBefore recognizing a gain on a bargain purchase, we reassess whether we have correctly identified all the assets acquired and all of the liabilities assumed and shall recognize any additional assets or liabilities that are identified in that review. We then review the procedures used to measure the amounts this IFRS requires to be recognized at the acquisition date for all the following:\n\na)\nthe identifiable assets acquired, and liabilities assumed;\n\nb)\nthe non-controlling interest in the acquiree, if any;\n\nc)\nfor a business combination achieved in stages, the acquirer’s previously held equity interest in the acquiree; and\n\nd)\nthe consideration transferred.\n\nThe Successor has allocated the purchase price of predecessor based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Successor has appointed an independent third-party qualified appraiser to estimate the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the IAS using the fair value approach in combination of the replacement cost approach and market approach.\n\nWe made several assumptions regarding the fair value of the land, buildings and machinery. Below is an analysis of the methodologies used and the key assumptions and judgments applied for each category of asset.\n\n1.\nLand and buildings\n\nIn terms of land, we utilized the market comparison approach to determine the fair value of freehold land and leasehold land. Under this approach, we compared the subject land to similar properties that were transacted in the recent market around the valuation date, considering the market substitution principle. Adjustments were made to reflect differences between the subject of land and comparable transactions, such as location, size, and zoning. The key inputs are the market prices of comparable properties were local transactions nearby subject properties and adjusted based on factors such as location, size difference between subject land and the transacted comparables.\n\nIn terms of buildings, the replacement cost method was adopted. This approach estimated the full replacement price of the assets based on their construction volume and standard pricing regulations at the valuation date. Depreciation was applied based on the assets’ remaining useful life, condition, and physical inspection of the properties. The key inputs include consideration of the construction fees, materials, loan interest rates for similar structures as well as suitable cost indices of different countries, the age and square footage.\n\n2.\nMachinery\n\nFor machinery and equipment without an active secondary market, the replacement cost method was applied. This involved estimating the cost of reproduction or replacement of the assets, less depreciation for factors such as physical deterioration, obsolescence, and utility based on their current usage and maintenance history. The key inputs are the economic useful life issued by American Society of Appraisers based on different assets category classification as well as the suitable cost indices of different countries.\n\nOverall, our use of the replacement cost method and market approach, combined with physical inspections and management’s assessment of current utility, ensures that fair values accurately reflect the current economic environment.\n\nMeasurement of expected credit losses for financial assets\n\nThe Predecessor and the Successor recognize loss allowances for expected credit loss on financial assets measured at amortized cost and contract assets.\n\nLoss allowances are measured on either of the following bases:\n\n•\n12-month ECLs: these are ECLs that result from default events that are possible within the 12 months after the reporting date (or for a shorter period if the expected life of the instrument is less than 12 months); or\n\n•\nLifetime ECLs: these are ECLs that result from all possible default events over the expected life of a financial instrument or contract asset.\n\nThe Predecessor and the Successor apply the simplified approach to provide for ECLs for all trade receivables and contract assets. The simplified approach requires the loss allowance to be measured at an amount equal to lifetime ECLs. The Predecessor and the Successor apply the general approach of 12-month ECL at initial recognition for all other financial assets.\n\nECLs are probability-weighted estimates of credit losses. Credit losses are measured at the present value of all cash shortfalls (i.e., the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Predecessor expects to receive). ECLs are discounted at the effective interest rate of the financial asset.\n\n \n\n73\n\n[Table of Contents](#toc_page)\n\n \n\nImpairment of non-financial assets\n\nAt each reporting date, the Predecessor and the Successor review the carrying amounts of its non-financial assets (other than inventories, contract assets and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. An impairment loss is recognized if the carrying amount of an asset or its related cash-generating unit (“CGU”) exceeds its estimated recoverable amount.\n\nFor impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs of disposal. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.\n\nImpairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated to reduce the carrying amounts of the assets in the CGU on a pro rata basis.\n\nImpairment losses recognized in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.\n\n \n\n \n\n74\n\n[Table of Contents](#toc_page)"}