EX-99.1 2 ea025500001ex99-1_gclglobal.htm UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1

 

Company Registration No. 199303898C

 

Ban Leong Technologies Limited

 

Consolidated Financial Statements

March 31, 2025 and 2024

 

 

 

 

BAN LEONG TECHNOLOGIES LIMITED

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Pages
Report of Independent Auditors F-2
Consolidated Balance Sheets F-4
Consolidated Statements of Comprehensive Income F-5
Consolidated Statements of Changes in Shareholders’ Equity F-6
Consolidated Statements of Cash Flows F-7
Notes to the Consolidated Financial Statements F-8

 

F-1

 

 

BAN LEONG TECHNOLOGIES LIMITED

 

Report of Independent Auditors

 

To the Shareholders and the Board of Directors of Ban Leong Technologies Limited

 

Opinion

 

We have audited the consolidated financial statements of Ban Leong Technologies Limited (the "Company"), which comprise the consolidated balance sheets as of March 31, 2025 and 2024, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Responsibilities of Management for the Financial Statements

 

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

F-2

 

 

BAN LEONG TECHNOLOGIES LIMITED

 

Report of Independent Auditors (continued)

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 

In performing an audit in accordance with GAAS, we:

 

Exercise professional judgment and maintain professional skepticism throughout the audit.

 

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.

 

Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

 

/s/ Ernst & Young LLP

 

Singapore

 

August 26, 2025

 

F-3

 

 

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED BALANCE SHEETS

(Amounts in Singapore dollars (“$”)

  

      As of March 31, 
   Note  2025   2024 
      $   $ 
ASSETS           
            
Current assets           
Cash and cash equivalents   3   21,053,603    18,068,999 
Accounts receivable, net of allowance for credit losses of $200,029 and $182,690 as of March 31, 2025 and 2024 respectively   4   22,685,598    23,159,074 
Inventories, net    5   33,567,179    31,208,023 
Other receivables and other assets, net   6   4,404,891    2,859,760 
Prepayments       103,415    104,053 
Total current assets       81,814,686    75,399,909 
               
Non-current assets              
Property and equipment, net   7   663,357    779,245 
Other receivables and other assets, net   6       3,502,200 
Operating leases right-of-use assets       2,976,712    3,813,724 
Finance leases right-of-use assets           917 
Deferred tax assets, net   18   35,315    14,200 
               
Total non-current assets       3,675,384    8,110,286 
               
TOTAL ASSETS       85,490,070    83,510,195 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY              
               
Current liabilities              
Bank loans   8   2,242,598    2,513,502 
Accounts payable   9   24,641,332    22,212,268 
Other payables and accrued liabilities   10   5,345,222    6,459,345 
Operating lease liabilities, current   11   859,401    856,537 
Finance lease liabilities, current   11       33,044 
Income tax payables       574,501    805,335 
               
Total current liabilities       33,663,054    32,880,031 
               
Non-current liabilities              
Operating lease liabilities, non-current   11   2,257,549    3,051,767 
               
Total non-current liabilities       2,257,549    3,051,767 
               
TOTAL LIABILITIES       35,920,603    35,931,798 
               
Shareholders’ equity              
Ordinary shares, 117,181,818 shares issued and outstanding   12(a)   11,173,106    11,173,106 
Treasury shares, 8,703,300 and 7,211,300 shares outstanding as of March 31, 2025 and 2024 respectively   12(b)   (2,722,887)   (2,219,906)
Returned shares, 681,818 shares outstanding as of March 31, 2025 and 2024   12(b)   (104,822)   (104,822)
Other reserve   13   65,685    65,685 
Accumulated other comprehensive income   13   (447,720)   (1,025,137)
Retained earnings       39,579,622    37,842,099 
               
Total Ban Leong Technologies Limited shareholders’ equity       47,542,984    45,731,025 
               
Non-controlling interests       2,026,483    1,847,372 
TOTAL SHAREHOLDERS’ EQUITY       49,569,467    47,578,397 
               
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY       85,490,070    83,510,195 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-4

 

 

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Singapore dollars (“$”)

 

       For the year ended March 31, 
   Note   2025   2024 
       $   $ 
             
REVENUES            
Revenues   15    193,626,934    208,080,530 
                
Total revenues        193,626,934    208,080,530 
                
COST OF REVENUES               
Cost of revenues        (176,778,439)   (189,920,196)
                
Total cost of revenues        (176,778,439)   (189,920,196)
                
Gross profit        16,848,495    18,160,334 
                
OPERATING EXPENSES               
Selling and marketing expenses        (8,051,604)   (7,234,172)
General and administrative expenses        (4,842,891)   (4,969,183)
                
Total operating expenses        (12,894,495)   (12,203,355)
                
Income from operations        3,954,000    5,956,979 
                
OTHER INCOME (EXPENSE)               
Other income, net        1,054,051    2,428,288 
Interest income   16    60,007    30,118 
Interest expense   16    (115,958)   (79,240)
                
Total other income, net        998,100    2,379,166 
                
Income before income taxes        4,952,100    8,336,145 
Taxation   18    (893,015)   (955,401)
                
Net income        4,059,085    7,380,744 
Less: net income attributable to non-controlling interest        50,334    78,863 
                
Net income attributable to Ban Leong Technologies Limited shareholders        4,008,751    7,301,881 
                
Net income        4,059,085    7,380,744 
OTHER COMPREHENSIVE INCOME               
Foreign currency translation adjustments        706,194    (575,704)
                
Comprehensive income        4,765,279    6,805,040 
Less: total comprehensive income (loss) attributable to non-controlling interests        179,111    (16,230)
                
Total comprehensive income attributable to Ban Leong Technologies Limited’s shareholders        4,586,168    6,821,270 
                
Comprehensive income        4,765,279    6,805,040 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-5

 

 

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in Singapore dollars (“$”)

 

   Share
capital
   Treasury
Shares
   Returned
Shares
  

 

 

Other

Reserve

  

 

Accumulated
other
comprehensive
income

   Retained
earnings
   Total Ban Leong Technologies Limited shareholders’ equity   Non-controlling
interest
   Total
stockholders’
equity
 
   $   $   $   $   $   $   $   $   $ 
                                     
Balance as at April 1, 2023   11,173,106    (1,018,212)   (104,822)   65,685    (544,526)   33,167,469    42,738,700    1,863,602    44,602,302 
Net income                       7,301,881    7,301,881    78,863    7,380,744 
Dividends (Note 14(a))                       (2,627,251)   (2,627,251)       (2,627,251)
Purchase of treasury shares       (1,201,694)                   (1,201,694)       (1,201,694)
Foreign currency translation adjustments                   (480,611)       (480,611)   (95,093)   (575,704)
Balance as at March 31, 2024   11,173,106    (2,219,906)   (104,822)   65,685    (1,025,137)   37,842,099    45,731,025    1,847,372    47,578,397 
                                              
Net income                       4,008,751    4,008,751    50,334    4,059,085 
Dividends (Note 14(a))                       (2,271,228)   (2,271,228)       (2,271,228)
Purchase of treasury shares       (502,981)                   (502,981)       (502,981)
Foreign currency translation adjustments                   577,417        577,417    128,777    706,194 
Balance as at March 31, 2025   11,173,106    (2,722,887)   (104,822)   65,685    (447,720)   39,579,622    47,542,984    2,026,483    49,569,467 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-6

 

 

BAN LEONG TECHNOLOGIES LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Singapore dollars (“$”)

 

       For the year ended March 31, 
   Note   2025   2024 
       $   $ 
Cash flows from operating activities            
Net income        4,059,085    7,380,744 
Adjustments to reconcile net income to net cash used in operating activities:               
Depreciation of property and equipment        295,895    278,535 
Deferred tax benefit        (20,752)    
Amortization of right of use assets        929,661    944,432 
Provision for/(write back of) credit loss and doubtful accounts, net of recovery        26,316    (148,000)
Gain on disposal of property and equipment        (7,671)   (44)
Inventory written off        107,005    175,373 
Inventories allowances        138,935    47,134 
Change in fair value of investment in convertible notes            (2,155,200)
Foreign currency transaction losses (gains)        419,681    (352,344)
Change in operating assets and liabilities               
Accounts receivables        447,160    1,820,420 
Inventories        (2,605,096)   (2,762,701)
Other receivable and other assets        1,957,069    1,583,857 
Prepayments        638    (30,246)
Accounts payable        2,429,064    (979,325)
Other payables and accrued liabilities        (1,114,123)   (1,211,434)
Operating lease liabilities        (883,880)   (688,794)
Income tax payables        (230,834)   4,837 
                
Net cash provided by operating activities        5,948,153    3,907,244 
                
Cash flows from investing activities               
Purchases of equipment        (171,975)   (598,773)
Proceeds from sale of property and equipment        7,891    71 
                
Net cash used in investing activities        (164,084)   (598,702)
                
Cash flows from financing activities               
Purchase of treasury shares        (502,981)   (1,201,694)
(Repayment)/receipt of bank loans        (270,904)   860,952 
Principal payments of finance lease liabilities        (33,044)   (63,689)
Dividends paid to shareholders        (2,271,228)   (2,627,251)
                
Net cash used in financing activities        (3,078,157)   (3,031,682)
                
Increase in cash and cash equivalents        2,705,912    276,860 
Effects of exchange rate changes on cash and cash equivalents        278,692    (213,282)
Cash and cash equivalents, beginning of the year        18,068,999    18,005,421 
                
Cash and cash equivalents, end of the year   3    21,053,603    18,068,999 
                
Supplemental cash flow disclosures:               
Cash paid for income taxes        1,144,964    950,564 
Cash paid for interest        115,958    79,240 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-7

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

1.Organization

 

Ban Leong Technologies Limited (the “Company”) is a limited liability company which is domiciled and incorporated in Singapore and is listed on the Mainboard of Singapore Exchange Securities Trading Limited (“SGX-ST”).

 

The Company is principally engaged in the wholesale and distribution of computer peripherals, accessories and other multimedia products.

 

As of March 31, 2025, the Company’s subsidiaries are as follows:

 

Name  

 

 

Date of establishment

  Place of establishment   Percentage of equity interest attributable to
the Company
  Principal activities
                 
Digital Hub Pte. Ltd.   March 20, 2003   Singapore   100%   Distribution of computer peripherals and accessories
                 
Ban Leong Technologies Sdn Bhd   August 15, 2003   Malaysia   100%   Distribution of computer peripherals and accessories
                 
Ban Leong Chin Inter Co., Ltd   July 16, 2004   Thailand   60%   Distribution of computer peripherals and accessories
                 
宇扬(上海)投资咨询有限公司 (BLC (China) Limited)   November 27, 2008   China   100%   Distribution of corporate gift cards
                 
AV Labs International Pte Ltd   June 23, 2006   Singapore   100%   Marketing and distribution of computer and hardware

 

2.Summary of significant accounting policies

 

Basis of Preparation and Principles of Consolidation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

The accompanying consolidated financial statements include the accounts of Ban Leong Technologies Limited and its controlled subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

Non-controlling interests

 

For the Company’s non-wholly owned subsidiaries, a non-controlling interest is recognized to reflect portion of equity that is not attributable, directly or indirectly, to the Company. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests in the Company’s consolidated balance sheets and consolidated statements of operation and comprehensive income. Cash flows related to transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash flows.

 

F-8

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Use of estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and revenues and expenses during the periods presented.

 

Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, the allowance for credit losses of accounts receivable inventory valuation allowances principally comprised of allowances for excess and obsolete inventory, and the estimated fair value of our investment in convertible notes. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

  

Foreign currency transactions and translation

 

The functional currency of the Company’s parent is Singapore dollars (“$” or “SGD”), whereas the functional currency of the Company’s subsidiaries are the respective local currencies. The Company uses the SGD as its reporting currency. Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Exchange differences are recorded in the consolidated statements of operations.

 

Assets and liabilities of the Company’s subsidiaries that have functional currencies other than SGD are translated into SGD at the rates of exchange prevailing at the balance sheet dates and all income and expense items are translated at the average rates of exchange over the year. All exchange differences arising from the translation of foreign subsidiaries’ financial statements are recorded in the consolidated statements of comprehensive income.

 

Cash and cash equivalents

 

Cash and cash equivalents consist of cash on hand and time deposits or other highly liquid investments placed with banks which are unrestricted as to withdrawal or use and have original maturities of less than three months.

 

Accounts receivable

 

Accounts receivable is recognized and carried at the original invoiced amount less an allowance for credit losses and do not bear interest. Customers who owe accounts receivable, are granted credit terms based on their credit metrics. The Company adopted ASU 2016-13 “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”) on its accounts receivable using the modified retrospective approach, starting from April 1, 2021 and records the allowance for expected credit losses as an offset to accounts receivable. Estimated credit losses charged to the allowance are classified as “general and administrative” in the consolidated statements of comprehensive income. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist, primarily based on similar business line, service or product offerings and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. As of March 31, 2025 and 2024, the Company provided allowance for credit losses of $200,029 and $182,690, respectively.

 

F-9

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Weighted average method is the inventory valuation method applied to these inventories. Inventories mainly include physical computer peripherals, accessories and other multimedia products which are purchased from the Company’s suppliers as merchandized goods. Inventories are reviewed for potential write-down for estimated obsolete or unmarketable inventories to their estimated net realizable value based upon forecasts for future demand and market conditions. For the years ended March 31, 2025 and 2024, $138,935 and $47,134 of inventories allowances were recorded, respectively.

 

Investment in convertible note

 

The Company holds an investment in convertible notes with a fair value of $3,502,200 as of March 31, 2025 and 2024, respectively. The investment is included in current Other receivables and other assets, net and non-current Other receivables and other assets, net in the Consolidated Balance Sheets as of March 31, 2025 and 2024, respectively. The investment is recorded at fair value under the fair value option in accordance with ASC 825-10, Fair Value Option, and ASC 325-20, Investments-Other.

 

The convertible notes were issued by an unrelated privately held company and earn fixed interest at 6% per annum. The convertible notes may be converted in part or in whole at the Company’s discretion within 36 months from the issuance date. The notes mature on December 29, 2025. The Company is not obliged to convert the convertible notes and may elect to redeem them upon maturity. As of March 31, 2025, no such conversion has taken place. For the years ended March 31, 2025 and 2024, the Company recognised interest income of $82,800 and $82,220, respectively, based on the interest rate of the convertible notes.

 

By electing the fair value option, the embedded conversion feature is not separately bifurcated or accounted for as a derivative. Instead, the fair value of the instrument as a whole captures the economic effect the embedded features.

 

Changes in fair value are recognized in earnings in the period in which they occur. Changes in fair value were not material for the year ended March 31, 2025. For the year ended March 31, 2024, the Company recognized net unrealized gains of $2,155,200 related to the convertible notes, which is included in Other income, net in the Consolidated Statements of Comprehensive Income.

 

The Company believes this accounting treatment best reflects the economic substance of the investment and aligns with the way the instrument is managed and evaluated internally.

 

The aggregate principal amount of the convertible notes was $1,341,000 and $1,347,000 as of March 31, 2025 and 2024, respectively. The excess fair value over principal reflects the estimated value of the embedded equity conversion feature.

  

F-10

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Fair value measurements

 

Financial instruments of the Company primarily include trade receivables, other receivables and deposits, investments in convertible notes, cash and cash equivalents, trade payables, bills payable to banks (unsecured) and short-term loans, other payables and accruals. The Company applies ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement.

 

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

 

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

 

Assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and 2024 are summarized below:

 

   Quoted prices in active markets for identical instruments (Level 1)   Significant
observable inputs
other than quoted prices
(Level 2)
   Significant
unobservable inputs
(Level 3)
 
   $   $   $ 
As of March 31, 2025            
Investment in convertible notes         –          –    3,502,200 
                
As of March 31, 2024               
Investment in convertible notes           3,502,200 

 

The fair values of the investment in convertible notes were estimated using the Black-Scholes Model. The key inputs to the model are as follows:

 

   As of March 31, 
   2025   2024 
         
Expected volatility*   24.1%-124.5%   20.3%-124.2%
Risk-free interest rate   4.0%   3.4%
Share price of the investee (USD/share)   1.69    1.69 

  

*Expected volatility was derived based on the historical volatility of the share prices of a group of listed comparable companies.

 

F-11

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Fair value measurements (continued)

 

Significant unobservable inputs used in the level 3 fair value measurements primarily include the share price of investee at measurement date, which was primarily derived from recent fundraising transactions executed by the investee. The Company did not participate in such transactions. The potential impacts of dilution and lack of marketability were not significant to the valuation. The notes do not pay dividends and there are no market conditions to conversion.

 

The fair value for certain assets and liabilities such as cash and cash equivalents, accounts receivable, other receivable and other assets, bank loans, accounts payable, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments.

 

Property, plant and equipment

 

Property, plant and equipment are stated at cost and depreciated using the straight-line basis over the estimated useful lives of the assets, as follows:

 

Category  Estimated useful lives
Computers  1 – 5 years
Office equipment  5 years
Furniture & fittings  5 years
Motor vehicles  5 years
Renovation  5 years
Warehouse equipment  1 year

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operation and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Impairment of long-lived assets other than goodwill

 

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Company evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cashflows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value. Fair value is generally determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary.

 

F-12

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Comprehensive income

 

Comprehensive income is defined as the changes in equity of the Company during a period from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Company’s comprehensive income includes net loss and foreign currency translation adjustments and is presented in the consolidated statements of comprehensive loss.

 

Leases

 

The Company determines if an arrangement is a lease at inception in accordance with ASC 842, Leases (“ASC 842”). Leases are classified as operating or finance leases in accordance with the recognition criteria in ASC 842-10-25. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

 

Lessee accounting

 

The Company recognizes right-of-use (“ROU”) assets and liabilities on the lease commencement date based on the present value of lease payments over the lease term. As the rate implicit in the Company’s leases is not typically readily available, the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. This incremental borrowing rate reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments in the same currency, for a similar term, in a similar economic environment. The ROU assets also include any lease payments made, net of lease incentives. Lease terms are based on the non-cancellable term of the lease and may contain options to extend the lease when it is reasonably certain that the Company will exercise that option. Leases with an initial lease term of 12 months or less are not recorded on the consolidated balance sheets.

 

The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component based on the Company’s policy election to combine lease and non-lease components for its leases. Variable lease payments not dependent on an index or rate are excluded from the ROU asset and lease liability calculations and are recognized in expense in the period which the obligation for those payments is incurred. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term. A finance lease ROU asset is depreciated on a straight-line basis over the lesser of the useful life of the leased asset or the lease term. Interest on each finance lease liability is determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability.

 

F-13

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Revenue recognition

 

The Company applies the five-step model outlined in ASC 606. The Company accounts for a contract when it has approval and commitment from the customer, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Timing of revenue recognition is generally the same as the timing of invoicing to customers. Using the practical expedient in ASC 606, the Company does not adjust the promised amount of consideration for the effects of a significant financing component if it expects, at contract inception, that the period between the transfer of the promised good or service to the customer and when the customer pays for that good or service will be one year or less. The Company also elected to exclude sales taxes and other similar taxes from the measurement of the transaction price, and accordingly, recognized revenues are net of value added taxes and surcharges.

 

Revenue from sales of computer accessories and other multimedia products including data storage devices

 

The Company recognized the revenue from sales of computer peripherals, accessories and other multimedia products at a point in time when control of the product is passed to the retailers, corporate and end customers, which is the point in time that the retailers, corporate and end customers are able to direct the use of and obtain substantially all of the economic benefit of the goods after the retailers pick up the products or the Company delivers the products to the retailers’ appointed forwarding agent. The transfer of control typically occurs at a point in time based on consideration of when the retailers have the obligation to pay for the goods, and physical possession of, legal title to, and the risks and rewards of ownership of the goods has been transferred, and the retailers and end users have accepted the goods. Revenue is recognized net of estimates of variable consideration, including product returns, and customer discounts.

 

Product returns

 

Certain customers have the right to return the products sold within 180 days of sales. Customers remedies may include exchange of the returned products. As a result, the right of return assets and related refund liabilities is estimated and recorded as reduction in revenue, if necessary. The Company uses its accumulated historical experience to estimate the number of returns on a portfolio level using the expected value method.

 

Cost of revenue

 

Cost of revenues consists mainly of purchases, rental costs, depreciation of property and equipment, freight and handling charges, and other expenses directly attributable to the sale of goods.

 

Employee benefit expenses

 

The Company maintains a government mandated employee provident fund scheme to cover employees. The employee provident fund schemes are considered a defined contribution plan. Employer and employee contributions are made based on various percentages of salaries and wages that vary based on employee age and other factors. The Company has no further payment obligations once the contributions have been paid.

 

F-14

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Income taxes

 

The Company follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The assessment of realizability of deferred tax assets involves significant assumptions used in the projection of future taxable income and the future reversal pattern of taxable temporary differences. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

 

The Company accounted for uncertainties in income taxes in accordance with ASC 740. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statements of comprehensive income as income tax expense.

 

In accordance with the provisions of ASC 740, the Company recognizes in its consolidated financial statements the impact of a tax position if a tax return position or future tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The Company’s estimated liability for unrecognized tax benefits, if any, will be recorded in the “other non-current liabilities” in the accompanying consolidated financial statements is periodically assessed for adequacy and may be affected by changing interpretations of laws, rulings by tax authorities, changes and/or developments with respect to tax audits, and expiration of the statute of limitations. The actual benefits ultimately realized may differ from the Company’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Company’s consolidated financial statements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Company to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

 

Contingencies

 

The Company adheres to ASC 450, “Contingencies” for the recognition, measurement, and disclosure of commitments and contingencies. The Company records accruals for certain of its outstanding legal proceedings or claims when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings or claims that could affect the amount of any accrual, as well as any developments that would make a loss contingency both probable and reasonably estimable. The Company discloses the amount of the accrual if it is material.

 

F-15

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Contingencies (continued)

 

When a loss contingency is not both probable and estimable, the Company does not record an accrued liability but discloses the nature and the amount of the claim, if material. However, if the loss (or an additional loss in excess of the accrual) is at least reasonably possible, then the Company discloses an estimate of the loss or range of loss, unless it is immaterial or an estimate cannot be made. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any.

 

Concentration of credit risk

 

Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash and cash equivalents and accounts receivable. The Company expects that there is no significant credit risk associated with cash and cash equivalents, which were held by reputable financial institutions in the jurisdictions where the Company and its subsidiaries are located. The Company believes that it is not exposed to unusual risks as these financial institutions have high credit quality. Accounts receivables are typically unsecured and are derived from revenues earned from reputable customers. As of March 31, 2025 and 2024, the Company had no customer with a receivable balance exceeding 10% of the total accounts receivable balance. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.

 

Interest rate risk

 

The Company is exposed to interest rate risk on its interest-bearing liabilities. As of March 31, 2025 and 2024, a hypothetical 0.15% increase or decrease in annual interest rates of SGD-denominated borrowings and MYR-denominated borrowings, in aggregate, would increase or decrease total interest expense by approximately $2,792 (2024: $3,129).

 

Foreign currency risk

 

The Company has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the respective functional currencies of Company entities, primarily Singapore Dollar (“SGD”), Malaysian Ringgit (“MYR”) and Thai Baht (“THB”). The foreign currencies in which these transactions are denominated are mainly United States Dollar (“USD”). Approximately 13% (2024: 14%) of the Company’s sales are denominated in foreign currencies whilst almost 20% (2024: 22%) of costs are denominated in the respective functional currencies of the Company entities. The Company’s trade receivables and trade payables balances at the end of reporting period have similar exposures.

 

The Company also holds cash and cash equivalents denominated in foreign currencies for working capital purposes. The Company is also exposed to currency translation risk arising from its net investments in foreign operations, including Malaysia, Thailand, Australia and China. The Company’s net investments in foreign subsidiary companies are not hedged as currency positions in these respective currencies are considered to be long-term in nature.

 

F-16

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

2.Summary of significant accounting policies (continued)

 

Foreign currency risk (continued)

 

Sensitivity analysis for foreign currency risk

 

The following table demonstrates the sensitivity of the Company’s net income before taxes to a reasonably possible change in the USD, MYR and THB exchange rates (against SGD), with all other variables held constant.

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
USD   -   strengthened by 3% (2024: 3%)   (158,797)   (52,011)
    -   weakened by 3% (2024: 3%)   158,797    52,011 
                   
MYR   -   strengthened by 3% (2024: 3%)   92,368    19,806 
    -   weakened by 3% (2024: 3%)   (92,368)   (19,806)
                   
THB   -   strengthened by 3% (2024: 3%)   128,912    139,583 
    -   weakened by 3% (2024: 3%)   (128,912)   (139,583)

 

Adoption of new accounting pronouncements

 

Effective April 1, 2024, the Company adopted the amended guidance of Accounting Standards Codification (ASC) 848, Reference Rate Reform, which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The guidance applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The transition did not have an impact on the consolidated financial statements.

 

Recent accounting pronouncements

 

Effective March 31, 2026, the Company will be required to adopt ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures. The amendments address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The adoption of the amended guidance will result in expanded disclosures in the Company’s income taxes footnote but is not expected to have an impact on the consolidated financial statements.

 

Effective March 31, 2028, the Company will be required to adopt ASU 2024-03, Income Statement—Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of income statement expenses, which will require tabular disclosure of certain operating expenses disaggregated into categories, such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The adoption of the amended guidance will result in expanded disclosures in the Company’s footnotes but is not expected to have an impact on the consolidated financial statements.

 

F-17

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

3.Cash and cash equivalents

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Cash at banks   21,045,890    18,056,836 
Cash on hand   7,713    12,163 
Cash and cash equivalents   21,053,603    18,068,999 

 

Cash at bank earns interest at floating rates based on daily bank deposit rates.

 

Included in cash and cash equivalents of the Company are amounts denominated in foreign currencies as follows:

 

   As of March 31, 
   2025   2024 
   $   $ 
         
United States Dollars   4,568,278    3,618,606 
Malaysian Ringgit   1,954,652    995,346 
Thai Baht   2,433,706    2,771,316 
Australian Dollars   28,638    29,796 
    8,985,274    7,415,064 

 

4.Accounts receivable, net

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Accounts receivable   22,885,627    23,341,764 
Allowance for credit losses   (200,029)   (182,690)
Accounts receivable, net   22,685,598    23,159,074 

 

Expected credit losses

 

The movement of the allowance accounts used to record the impairment are as follows:

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Movement in allowance accounts:        
         
At April 1   182,690    330,690 
Allowance for/(writeback of) expected credit losses, net   26,316    (148,000)
Written off   (8,977)    
At March 31   200,029    182,690 

 

F-18

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

5.Inventories

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Balance sheet:          
Finished goods   33,567,179    31,208,023 

 

As of March 31, 2025 and 2024, inventory valuation reserves, which are principally comprised of allowances for estimated excess and obsolete inventories, amounted to $138,935 and $47,134 respectively.

 

6.Other receivable and other assets, net

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Current        
Investment in convertible note   3,502,200     
Other receivables   235,524    2,257,447 
Right of return assets   545,085    456,087 
Deposits   122,082    146,226 
    4,404,891    2,859,760 
           
Non-current          
Investment in convertible note       3,502,200 
        3,502,200 
Total   4,404,891    6,361,960 

 

Other receivables include marketing receivables from suppliers.

 

7.Property and equipment, net

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Computers*   1,543,599    1,394,375 
Office equipment   305,460    290,574 
Furniture and fittings   298,874    285,246 
Motor vehicles   823,226    930,117 
Renovation   417,529    407,954 
Warehouse equipment   187,255    177,291 
    3,575,943    3,485,557 
Less: accumulated depreciation   (2,912,586)   (2,706,312)
Property and equipment, net   663,357    779,245 

 

*Included in computers is software with net book value of $442,566 (2024: $518,941).

 

The depreciation expenses of property and equipment recognised for the years ended March 31, 2025 and 2024 were $295,895 and $278,535 respectively.

 

F-19

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

8.Bank loans

 

Bills payable to banks (unsecured) have repayment terms of approximately 30 to 120 days. Bills payable to banks bear interest at average rates ranging from 3.37% to 4.90% (2024: 4.45% to 5.09%) per annum.

 

Short-term loans (unsecured) have repayment terms of approximately 30 to 180 days. Short-term loans bear interest at average rates at 4.64% (2024: 5.03%) per annum.

 

A reconciliation of liabilities arising from the Company’s financing activities is as follows:

 

   As of
April 1,
2024
  

Drawdowns
(repayments), net

   As of
March 31,
2025
 
   $   $   $ 
             
Bills payable to banks   1,713,502    (270,904)   1,442,598 
Short-term loans   800,000        800,000 
    2,513,502    (270,904)   2,242,598 

 

   As of
April 1,
2023
   Drawdowns
(repayments), net
   As of
March 31,
2024
 
   $   $   $ 
             
Bills payable to banks   852,550    860,952    1,713,502 
Short-term loans   800,000        800,000 
    1,652,550    860,952    2,513,502 

 

F-20

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

9.Accounts payable

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Third parties   24,361,061    22,068,813 
GST payables   280,271    143,455 
    24,641,332    22,212,268 

 

Accounts payable – third parties are non-interest bearing and have an average term of 30 to 60 days’ terms.

 

Goods and Service Tax (“GST”) payables comprise output tax collected on sales and is offset by input tax claims on business purchases. The amount of GST payable to the taxation authority is included as part of payables in the statement of financial position.

  

Included in accounts payable of the Company are amounts denominated in foreign currencies as follows:

 

   As of March 31, 
   2025   2024 
   $   $ 
         
United States Dollars   13,190,531    9,101,074 
Malaysian Ringgit   91,461    1,721,054 
Thai Baht   10,456    6,667 
    13,292,448    10,828,795 

 

10.Other payables and accrued liabilities

 

   As of March 31, 
   2025   2024 
   $   $ 
         
Other payables   2,377,528    3,479,363 
Refund liability   586,416    490,600 
Accrued operating expenses   2,381,278    2,489,382 
    5,345,222    6,459,345 

 

Other payables include advances from suppliers for support of future programs.

 

F-21

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

11.Leases

 

Lessee Accounting

 

The Company has lease contracts for certain office and warehouse premises, motor vehicles and office equipment used in its operations. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. There are several lease contracts that include extension and termination options and variable lease payments.

 

      For the year ended March 31, 
   Classification  2025   2024 
      $   $ 
            
Operating lease cost           
Lease expenses  Cost of revenues   666,250    734,778 
   General and administrative expenses   283,328    333,397 
Short-term expenses  Cost of revenues   421,414    420,899 
   General and administrative expenses   1,694    3,057 
Finance lease cost           
Amortisation of leased assets  Cost of revenues   16,521    658 
   General and administrative expenses   7,027    299 
Interest on lease liabilities  Interest expense   2,688    695 
Total lease expenses      1,398,922    1,493,783 

 

Maturities of lease liabilities are as follows:

 

   Operating
Leases
   Finance
Leases
 
   $   $ 
         
Year ending March 31, 2026   963,346     
Year ending March 31, 2027   843,509     
Year ending March 31, 2028   780,460     
Year ending March 31, 2029   762,997     
Year ending March 31, 2030 and thereafter    –     
Total future minimum lease payments   3,350,312     
Less: imputed interest   (233,362)    
Present value of future minimum lease payments   3,116,950     
           
Current   859,401     
Non-current   2,257,549     – 
    3,116,950     – 

 

F-22

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

11.Leases (continued)

 

Lessee Accounting (continued)

 

   As of March 31, 
   2025   2024 
         
Weighted-average remaining lease term (years)        
Operating leases   3.0    2.0 
Finance leases   0.0    0.5 
Weighted-average discount rate          
Operating leases   4.7%   4.7%
Finance leases   0.0%   4.1%

 

12.Share capital, returned and treasury shares

 

(a)Share capital

 

   No. of shares   $ 
         
Issued and fully paid ordinary shares          
At April 1, 2023, March 31, 2024, April 1, 2024 and
March 31, 2025
   117,181,818    11,173,106 

 

The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares carry one vote per share without restriction. The ordinary shares have no par value.

 

(b)Returned and treasury shares

 

   As of March 31,
2025
   As of March 31,
2024
 
   No. of shares   $   No. of shares   $ 
                 
Returned shares   681,818    104,822    681,818    104,822 
Treasury shares   8,703,300    2,722,887    7,211,300    2,219,906 
    9,385,118    2,827,709    7,893,118    2,324,728 

 

Returned shares relate to 681,818 ordinary shares of the Company that was transferred from Christine Anne McGregor and Innovision Technology Australia Pty Ltd to the Company as a result of the compensation for the shortfall in guaranteed profits in prior years.

 

The Company acquired 1,492,000 (2024: 3,444,500) shares in the Company through purchases on the Singapore Exchange during the financial year. The total amount paid to acquire the shares was $502,981 (2024: $1,201,694) and this was presented as a component within shareholders’ equity.

 

As of March 31, 2025 and 2024, the returned and treasury shares are still legally outstanding and had not been cancelled.

 

F-23

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

13.Accumulated other comprehensive income and other reserve

 

Accumulated other comprehensive income

 

Accumulated other comprehensive income consists of foreign currency translation reserve which is used to record exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Company’s presentation currency.

 

Other reserve

 

Other reserve represents non-distributable amounts set aside in compliance with local laws of certain overseas subsidiary companies.

 

14.Dividends

 

   As of March 31, 
   2025   2024 
   $   $ 
(a) Declared and paid during the financial year:        
         
Dividends on ordinary shares:        
Interim one-tier tax exempt dividend March 31, 2025: 0.50 cent (March 31, 2024: 0.60 cent) per share   538,984    667,347 
Final one-tier tax exempt dividend March 31, 2024: 1.60 cent (March 31, 2023: 1.75 cent) per share   1,732,244    1,959,904 
           
(b) Proposed but not recognised as a liability as at March 31:          
           
Final one-tier tax exempt dividend March 31, 2025: Nil cent (March 31, 2024: 1.60 cent) per share       1,748,619 

 

In 2024, the directors of the Company recommend that a final one-tier tax exempt dividend of 1.60 cent per ordinary share amounting to $1,748,619 to be paid in respect of the financial year ended March 31, 2024. The proposed dividend, which is subject to shareholders’ approval at the forthcoming Annual General Meeting of the Company, has not been accrued as liability as at March 31, 2024.

 

15.Revenues

 

The following table presents the Company’s revenues from contracts with customers disaggregated by material revenue category:

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
IT accessories   76,348,395    83,830,686 
Multimedia   113,365,439    122,543,734 
Data storage devices   3,913,100    1,706,110 
    193,626,934    208,080,530 
Geographical segments          
Singapore   159,948,308    167,994,871 
Malaysia   17,577,770    17,971,216 
Thailand   10,250,147    11,202,026 
Asia (1)   4,083,454    10,426,800 
Others (2)   1,767,255    485,617 
    193,626,934    208,080,530 
Timing of transfer of goods or services          
At a point in time   193,626,934    208,080,530 

 

(1)Asia includes China, Vietnam, Taiwan, Korea, Mongolia, Pakistan, India, Bangladesh, Nepal, Japan, Hong Kong and Asean member countries excluding Singapore, Malaysia and Thailand.
(2)Others include countries such as Africa, America, Saudi Arabia, United Arab Emirates, Israel and Sweden.

 

F-24

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

16.Interest expense

 

Interest income

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
Interest expense on:        
- bills payable to banks and short-term loans   (115,261)   (76,550)
- lease liabilities   (697)   (2,690)
    (115,958)   (79,240)
Interest income on bank balances   60,007    30,118 

 

17.Employee benefits expense

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
Salaries and bonuses   7,976,942    7,611,546 
Defined contribution plans   1,019,901    1,002,399 
Commissions   654,175    749,640 
Other short-term benefits   222,689    282,218 
    9,873,707    9,645,803 

 

F-25

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

18.Taxation

 

Singapore

 

The Company’s subsidiaries incorporated in Singapore, are subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable corporate income tax rate is 17% in Singapore, with 75% of the first $10,000 taxable income and 50% of the next $190,000 taxable income being exempted from income tax.

 

Malaysia

 

The Company’s subsidiary incorporated in Malaysia is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that are incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on a case-by-case basis.

 

Thailand

 

The Company’s subsidiary incorporated in Thailand is governed by the income tax laws of Thailand and the income tax provision in respect of operations in Thailand is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. The applicable corporate income tax rate is 20% in Thailand.

 

China

 

The Company’s subsidiary incorporated in China is governed by the income tax laws of China and the income tax provision in respect of operations in China is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. The applicable corporate income tax rate is 25% in China.

 

Income tax expense for the years ended March 31, 2025 and 2024 amounted to $893,015 and $955,401, respectively.

 

The current and deferred components of income tax expenses appearing in the consolidated statements of comprehensive income are as follows:

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
Current income tax expense   913,767    955,401 
Deferred income tax credit   (20,752)    
    893,015    955,401 

 

F-26

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

18.Taxation (continued)

 

A reconciliation between income tax expenses and the product of accounting profit multiplied by the applicable corporate rate for the years ended March 31, 2025 and 2024 is as follows:

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
Net income before taxes   4,952,100    8,336,145 
Tax calculated at tax rate of 17% (2024: 17%)   841,857    1,417,145 
Adjustments:          
Non-deductible expenses   74,641    61,094 
Income not subject to tax   (80,232)   (551,682)
Utilisation of previously unrecognised temporary differences   (23,713)   (60,842)
Deferred tax assets not recognised   51,087    18,304 
Effect of partial tax exemption and tax relief   (17,425)   (42,197)
Effect of different tax rates in other countries   23,829    39,417 
Under provision in respect of previous years   28,172    105,635 
Others   (5,201)   (31,473)
Income tax expense recognised in consolidated statements of comprehensive income   893,015    955,401 

 

The Company has unrecognised tax losses of S$298,000 (2024: Nil) and unutilised capital allowances of S$3,000 (2024: Nil) at the reporting date which can be carried and used to offset against future taxable income subject to meeting certain statutory requirements. The tax losses and capital allowances have no expiry date.

 

The corporate income tax rates applicable to the overseas subsidiaries are as follows:

 

   Corporate tax rate 
   2025   2024 
   %   % 
         
Malaysia   24    24 
Thailand   20    20 
China   25    25 

 

Net income before income taxes by jurisdiction are as following:

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
Singapore   4,523,054    7,632,328 
Malaysia   271,461    454,883 
Thailand   160,893    252,518 
China   (3,308)   (3,584)
    4,952,100    8,336,145 

 

F-27

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

18.Taxation (continued)

 

The following table reconciles Singapore statutory rates to the Company’s effective tax rate:

 

   For the year ended March 31, 
   2025   2024 
   %   % 
         
Singapore statutory income tax rate   17.0    17.0 
Tax rate difference outside Singapore   0.5    0.5 
Preferential tax exemption effect   (0.4)   (0.5)
Change in valuation allowance   0.0    0.0 
Others   0.9    (5.5)
Effective tax rate   18.0    11.5 

 

Deferred tax

 

The significant components of the Company’s deferred tax assets are as follows:

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
         
Deferred tax assets        
Provisions   128,330    37,293 
Other items   (93,378)   (23,093)
Currency realignment   363     
    35,315    14,200 

 

Unrecognized Tax Benefit

 

The Company evaluated its income tax uncertainty under ASC 740-10. ASC 740-10 clarifies the accounting for uncertainty in income taxes by prescribing the recognition threshold a tax position is required to meet before being recognized in the financial statements. As of and for the years ended March 31, 2025, there was no significant impact from tax uncertainties on the Company’s financial position and result of operations.

 

19.Related party transactions

 

The Company had the following related party transactions:

 

   For the year ended March 31, 
   2025   2024 
   $   $ 
           
Service fee rendered to non-controlling interest of a subsidiary   546    435 

 

F-28

 

 

BAN LEONG TECHNOLOGIES LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in Singapore dollars (“$”)

 

20.Subsequent events

 

We have evaluated subsequent events from the balance sheet date through August 26, 2025, the date these consolidated financial statements were available to be issued, and no material subsequent events have occurred since March 31, 2025, that require recognition or disclosure in the financial statements other than the following: 

 

On April 30, 2025, Epicsoft Asia Pte. Ltd (“the Offeror”) announced that it intends to make a voluntary conditional cash offer (the “Offer”) in accordance with Rule 15 of the Singapore Code on Take-overs and Merger for all the issued and paid-up ordinary shares in the capital of Ban Leong Technologies Limited, excluding returned shares and treasury shares. On May 7, 2025, the Company appointed Asian Corporate Advisors Pte. Ltd. as the Independent Financial Advisor to guide the Independent Directors in their recommendation to shareholders. A notification letter was dispatched to shareholders on May 21, 2025, providing instructions for accessing the Offer Document. The Offer was declared unconditional by the Offeror on May 27, 2025. On June 3, 2025, the Offeree Circular was released, detailing the IFA's advice and the Independent Directors' recommendation. On June 12, 2025, the Offeror announced the level of acceptances and its intention to exercise compulsory acquisition rights under Section 215(1) of the Companies Act, while the Company simultaneously reported a loss of Free Float Requirement, resulting in the suspension of trading of its shares. Finally, on July 2, 2025, the Offeror announced the close of the Offer and the final level of acceptances and would exercise on the compulsory acquisition on the remaining shares. On August 25, 2025, Epicsoft Asia Pte. Ltd. completed the compulsory acquisition pursuant to 215(1) of the Companies Act.

 

Consequently, Epicsoft Asia Pte. Ltd. and GCL Global Holdings Ltd have become the immediate and ultimate holding company of the Company respectively.

 

On June 30, 2025, the Company announced that the Proposed Delisting was approved following the Offeror's announcement on June 12, 2025, indicating its entitlement to exercise compulsory acquisition rights under Section 215(1) of the Companies Act. This action aims to acquire all Shares from Shareholders who have not accepted the Offer, at a price equal to the Final Offer Consideration, thereby facilitating the Compulsory Acquisition process. In view of the Proposed Delisting, the Company also concurrently made an application to the SGX-ST for waivers from compliance with certain rules of the Listing Manual in relation to the convening of annual general meeting and issue of annual and sustainability reports. On August 26, 2025, Ban Leong Technologies Limited is delisted from the Mainboard of SGX-ST

 

F-29