XML 48 R11.htm IDEA: XBRL DOCUMENT v3.25.2
Business Combination
12 Months Ended
Mar. 31, 2025
Disclosure of detailed information about business combination [abstract]  
Business Combination
3.
Business Combination

As stated in Note 1 regarding to the MBO, since OMSET PL was formed to acquire OMS and disposed of its indirect interest in OMS shortly after the acquisition, it would be appropriate to view the substance of the various transactions as an acquisition of OMS by OMSET INC on June 16, 2023. The financial statements of OMSET INC would apply the provisions of IFRS 3 as issued by the International Accounting Standards Board in the same manner as they would have been applied in the financial statements of OMSET PL.

OMSET PL 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 Company estimated 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 replacement cost approach and market approach. The management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed, and intangible assets identified as of the acquisition date. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in general and administrative expenses.

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of predecessor:

 

At acquisition date

 

US$’000

 

Property, plant and equipment

 

 

33,400

 

Intangible assets

 

 

216

 

Right-of-use assets

 

 

5,582

 

Inventories

 

 

9,537

 

Trade receivables

 

 

12,189

 

Cash and cash equivalents

 

 

29,903

 

Other assets

 

 

5,006

 

Trade payables

 

 

(10,980

)

Amount due to related parties

 

 

(8,845

)

Lease liabilities

 

 

(4,502

)

Borrowings

 

 

(874

)

Deferred tax liabilities, net

 

 

(1,193

)

Tax provision

 

 

(6,267

)

Other liabilities

 

 

(11,743

)

Fair value of net assets acquired

 

 

51,429

 

Less: Purchase consideration

 

 

(2,000

)

Bargain purchase gain

 

 

49,429

 

 

The Successor recognized a bargain purchase gain of $49.4 million, representing the excess of the fair value of the net assets acquired over the net consideration paid.

This gain arises primarily as the acquirer and acquiree negotiated and agreed a fixed purchase consideration back in 2022 during which the oil and gas industry is still recovering from a major downturn. 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 gain recognized under bargain purchase gain.

Unaudited Pro Forma Financial Information

The acquired business contributed revenue of $163.3 million and net profit of $82.1 million to the Successor for the period from June 16, 2023 to March 31, 2024. If the acquisition had occurred on April 1, 2023, consolidated pro-forma revenue and net profit for the year ended March 31, 2024 would have been $181.5 million and $83.4 million, respectively. These amounts have been calculated using the Predecessor’s results and adjusting them for the additional depreciation that would have been charged assuming the fair value adjustments to the property, plant and equipment had applied from April 1, 2023, together with the consequential tax effects.

 

3A REVISION OF SUCCESSOR FINANCIAL STATEMENTS

Subsequent to the issuance of the consolidated financial statements for the Successor period from June 16, 2023 to March 31, 2024, the Successor identified certain errors related to the depreciation expenses (included in cost of revenue) of certain property, plant and equipment for the Successor period from June 16, 2023 to March 31, 2024.

The Successor determined that as part of the revaluation of assets acquired in connection with the MBO, there are certain property, plant and equipment that have not been depreciated based on the new remaining useful lives as assessed upon the completion of MBO, where the fair value excess of certain property, plant and equipment was recognized as depreciation expense immediately after MBO. The Successor recalculated the depreciation expenses based on the reassessed new remaining useful life in consideration of the actual condition, purchase date, or expected remaining economic benefit of the property, plant and equipment and revised the consolidated financial statements for the period from June 16, 2023 to March 31, 2024. The impact of this revision on the various captions is presented below.

The following table summarized the corrections made to the previously reported consolidated financial statements as of March 31, 2024 and for the Successor period from June 16, 2023 to March 31, 2024.

 

 

As of March 31, 2024 (Successor)

 

 

 

As previously reported

 

 

Adjustments

 

 

As revised

 

 

 

US$’000

 

 

US$’000

 

 

US$’000

 

Assets

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

 

Property, plant and equipment

 

 

27,966

 

 

 

4,074

 

 

 

32,040

 

Total Non-Current Assets

 

 

35,276

 

 

 

4,074

 

 

 

39,350

 

Total Assets

 

 

149,358

 

 

 

4,074

 

 

 

153,432

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Non-current Liabilities:

 

 

 

 

 

 

 

 

 

Deferred tax liabilities, net

 

 

2,991

 

 

 

693

 

 

 

3,684

 

Total Non-Current Liabilities

 

 

10,936

 

 

 

693

 

 

 

11,629

 

Total Liabilities

 

 

72,385

 

 

 

693

 

 

 

73,078

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

Retained earnings

 

 

10,437

 

 

 

3,381

 

 

 

13,818

 

Equity attributable to Shareholders of the Company

 

 

73,648

 

 

 

3,381

 

 

 

77,029

 

Total equity

 

 

76,973

 

 

 

3,381

 

 

 

80,354

 

Total liabilities and equity

 

 

149,358

 

 

 

4,074

 

 

 

153,432

 

 

The effects of revision for the correction of the error on the consolidated financial statements of profit or loss and other comprehensive income for the Successor period from June 16, 2023 to March 31, 2024 are as follows:

 

 

 

For the period June 16, 2023 through March 31, 2024 (Successor)

 

 

 

As previously reported

 

 

Adjustments

 

 

As revised

 

 

 

US$’000

 

 

US$’000

 

 

US$’000

 

Total cost of revenue

 

 

(118,599

)

 

 

4,074

 

 

 

(114,525

)

Gross profit

 

 

44,668

 

 

 

4,074

 

 

 

48,742

 

Operating profit

 

 

36,094

 

 

 

4,074

 

 

 

40,168

 

Profit before tax

 

 

85,438

 

 

 

4,074

 

 

 

89,512

 

Income tax expense

 

 

(6,731

)

 

 

(693

)

 

 

(7,424

)

Net profit

 

 

78,707

 

 

 

3,381

 

 

 

82,088

 

Total comprehensive income

 

 

76,973

 

 

 

3,381

 

 

 

80,354

 

 

 

 

 

 

 

 

 

 

 

Net profit attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of the Company

 

 

77,499

 

 

 

3,381

 

 

 

80,880

 

Net profit

 

 

78,707

 

 

 

3,381

 

 

 

82,088

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of the Company

 

 

75,803

 

 

 

3,381

 

 

 

79,184

 

Total comprehensive income

 

 

76,973

 

 

 

3,381

 

 

 

80,354

 

Basic and diluted earnings per share (as adjusted)

 

 

2.10

 

 

 

0.09

 

 

 

2.19

 

 

The effects of revision for the correction of the error on the consolidated statements of cash flows are as follows:

 

 

 

Successor

 

 

 

As previously reported

 

 

Adjustments

 

 

As revised

 

 

 

US$’000

 

 

US$’000

 

 

US$’000

 

Operating activities

 

 

 

 

 

 

 

 

 

Net income

 

 

78,707

 

 

 

3,381

 

 

 

82,088

 

Adjustments for:

 

 

 

 

 

 

 

 

 

Income tax expenses

 

 

6,731

 

 

 

693

 

 

 

7,424

 

Depreciation of property, plant and equipment

 

 

7,874

 

 

 

(4,074

)

 

 

3,800

 

Net cash provided by operating activities

 

 

15,527

 

 

 

 

 

 

15,527