Magnitude International Ltd 6-K, filed Apr 30, 2026
Magnitude International Ltd (MAGH)
About this 6-K
Magnitude International Ltd filed this 6-K on April 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number 001-42770
Magnitude International Ltd
(Exact name of registrant as specified in its charter)
27 Woodlands Industrial Park E1
#03-15 (Lobby B) Hiangkie Industrial Building
Singapore 757718
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Information Contained in this Form 6-K Report
Interim Financial Statements
On April 30, 2026, Magnitude International Ltd issued unaudited interim financial statements for the six months ended October 31, 2024 and 2025. Attached hereto and incorporated by reference herein are the following exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Magnitude International Ltd | ||
| Date: April 30, 2026 | By: | /s/ Lim Say Wei |
| Name: | Lim Say Wei | |
| Title: | Director and Chief Executive Officer | |
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is prepared as of April 30, 2026 and is intended to help the reader understand Magnitude International Ltd (“we”, “our”, “us” or the “Company”), our operations, financial performance, and current and future business environment. This MD&A is intended to supplement and complement the unaudited interim condensed consolidated financial statements and notes thereto, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board for the Six Months Ended October 31, 2024 and 2025 (the “Financial Statements”). You are encouraged to review the Financial Statements in conjunction with your review of this MD&A and the Company’s other public filings, which are available on the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system on the United States Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.
Cautionary Statement on Forward-Looking Information
This discussion includes certain statements that may be deemed “forward-looking statements”. All statements in this discussion, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploration activities, and events or developments that the Company expects are forward- looking statements. Although we believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. All of the forward-looking statements made in this MD&A are qualified by these cautionary statements. We disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Further information concerning risks and uncertainties associated with these forward-looking statements and our business may be found in the Company’s other public filings with the SEC.
Overview
We are a mechanical and electrical engineering service provider that specializes in electrical works in Singapore and we have participated in numerous private and public sectors green field and brown field projects, mainly involving residential or mixed development type properties. We were founded in 2012 by Mr. Lim, our Chief Executive Officer. Our Executive Officers, including Mr. Lim, Mr. Sam, Mr. Sim Zhong Min, or Mr. Sim, and Mr. Loh Tuck Wei, or Mr. Loh, have over 31, 23, 19 and 27 years of experience in the field, respectively. As of October 31, 2025, we were equipped with a fleet of one vehicle and staff of over 96 employees.
For the financial year ended April 30, 2024, our net revenue amounted to S$24,201,834 of which the total revenue from greenfield and brownfield projects, and ad-hoc services accounted for S$22,766,161 and S$1,435,673, respectively.
For the financial year ended April 30, 2025, our net revenue amounted to S$15,358,387 of which the total revenue from greenfield and brownfield projects, and ad-hoc services accounted for S$11,902,567 and S$3,455,820, respectively.
Our net profit after income tax amounted to S$2,007,469 and net profit after income tax amounted to S$42,980 for the financial years ended April 30, 2024 and 2025, respectively.
For the six months ended October 31, 2025, our net revenue amounted to S$6,951,990 of which the total revenue from greenfield and brownfield projects, and ad-hoc services accounted for S$6,279,277 and S$672,713 respectively. Our net loss after income tax amounted to S$1,509,733.
Description and Analysis of Principal Components of Our Results of Operations
The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.
Results of Operations
Comparison for the Six Months Ended October 31, 2024 and 2025
The following table sets forth a summary of our consolidated results of operations for the periods indicated:
| For the Six Months Ended October 31, | ||||||||
| 2024 | 2025 | |||||||
| S$ | S$ | |||||||
| Revenue | 7,279,839 | 6,951,990 | ||||||
| Cost of sales | (6,083,081 | ) | (6,501,394 | ) | ||||
| Gross profit | 1,196,758 | 450,596 | ||||||
| Distribution costs | (56,405 | ) | (115,812 | ) | ||||
| Administrative expenses | (924,987 | ) | (1,609,805 | ) | ||||
| Impairment loss on financial assets | (5,087 | ) | 67,972 | |||||
| (986,479 | ) | (1,657,645 | ) | |||||
| Income/(Expense) from operations | 210,279 | (1,207,049 | ) | |||||
| Other income/(expenses) | ||||||||
| Finance costs | (34,808 | ) | (77,981 | ) | ||||
| Other income | 22,681 | 56,962 | ||||||
| (12,127 | ) | (21,019 | ) | |||||
| Profit/(Loss) before income tax expense | 198,152 | (1,228,068 | ) | |||||
| Income tax expense | (1,404 | ) | (281,665 | ) | ||||
| Profit/(Loss) for the period | 196,748 | (1,509,733 | ) | |||||
| 1 |
Revenue
As set forth in the following table, during the six months ended October 31, 2024 and 2025, our revenue was derived from green and brown field projects and ad-hoc services in Singapore:
| For the Six Months Ended October 31, | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| S$ | % | S$ | % | |||||||||||||
| Greenfield and brownfield projects | 5,544,368 | 76.2 | 6,279,277 | 90.3 | ||||||||||||
| Ad-hoc services* | 1,735,471 | 23.8 | 672,713 | 9.7 | ||||||||||||
| Total | 7,279,839 | 100.0 | 6,951,990 | 100.0 | ||||||||||||
* Non-project works and services is comprised of revenue from service fee, labor cost charged, rental of machinery and equipment, transport costs incurred, maintenance works charged, among other things.
Our total revenue decreased by S$327,849 or approximately 4.5% from S$7,279,839 for the six months ended October 31, 2024 to S$6,951,990 for the six months ended October 31, 2025. The decrease was mainly attributable to a lower level of project activity and progress during the financial period October 31, 2025 as compared to same period of the previous year.
Our net profit after income tax was S$196,748 for the six months ended October 31, 2024, as compared to a net loss after income tax of S$1,509,733 for the six months ended October 31, 2025. The loss was primarily attributable to lower gross profit in line with a lower level of project activity and progress during the period, together with increases in administrative expenses, finance costs and income tax expense.
For the six months ended October 31, 2024, approximately 7.9% of our total revenue was generated from projects derived from public sectors and for the six months ended October 31, 2025, approximately 35.6% of our total revenue was generated from projects derived from public sectors. For the six months ended October 31, 2024 and 2025, our revenue generated from projects derived from private sectors accounted for approximately 68.3% and 54.7% of our total revenue and our revenue generated from non-projects works and services accounted for approximately 23.8% and 9.7% of our total revenue, respectively.
Cost of Sales exclusive of depreciation and amortization expenses
During the six months ended October 31, 2024 and 2025, our Group’s cost of sales increased by S$418,313 or approximately 6.88% to S$6,501,394 for the six months ended October 31, 2025 from S$6,083,081 for the six months ended October 31, 2024. The cost of sales increase during the six months ended October 31, 2025, primarily due to higher project execution costs, alongside a lower level of project activity and progress during the period.
| 2 |
Distribution Costs
Our distribution costs are comprised mainly of advertisement expenses, local transportation expenses, entertainment expenses, gifts and donations, subscriptions and memberships and sponsorships. The following table sets forth the breakdown of our selling and distribution expenses for the six months ended October 31, 2024 and 2025:
| For the Six Months Ended October 31, | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| S$ | % | S$ | % | |||||||||||||
| Advertisement expenses | 1,467 | 2.6 | 7,210 | 6.2 | ||||||||||||
| Entertainment | 14,131 | 25.0 | 67,592 | 58.4 | ||||||||||||
| Gifts & Donations | 3,989 | 7.1 | 5,180 | 4.5 | ||||||||||||
| Subscriptions/Memberships | 2,000 | 3.5 | 282 | 0.2 | ||||||||||||
| Sponsorships | 8,948 | 15.9 | - | - | ||||||||||||
| Transportation | 25,870 | 45.9 | 35,548 | 30.7 | ||||||||||||
| Total | 56,405 | 100.0 | 115,812 | 100.0 | ||||||||||||
Our distribution costs remained relatively low as a percentage of revenue for the six months ended October 31, 2024 and 2025, respectively, representing approximately 0.8% and 1.7% of our total revenue for the corresponding financial periods.
Administrative Expenses
The following table sets forth the breakdown of our administrative expenses for the six months ended October 31, 2024 and 2025:
| For the Six Months Ended October 31, | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| S$ | % | S$ | % | |||||||||||||
| Administrative expenses | ||||||||||||||||
| Audit fee | - | - | 25,746 | 1.6 | ||||||||||||
| Bad debts write-off | - | - | 15,109 | 0.9 | ||||||||||||
| Bank charges | 6,404 | 0.7 | 24,878 | 1.6 | ||||||||||||
| Staff costs | 535,273 | 57.9 | 613,017 | 38.1 | ||||||||||||
| Director’s remuneration | 31,590 | 3.4 | 93,791 | 5.8 | ||||||||||||
| Depreciation | 54,996 | 5.9 | 24,587 | 1.5 | ||||||||||||
| Insurance | 14,714 | 1.6 | 48,548 | 3.1 | ||||||||||||
| Professional fees | 222,645 | 24.1 | 63,305 | 3.9 | ||||||||||||
| Property maintenance and property tax | 6,457 | 0.7 | 7,243 | 0.4 | ||||||||||||
| Travelling | 5,298 | 0.6 | - | - | ||||||||||||
| Upkeep of motor vehicles | 7,565 | 0.8 | 9,428 | 0.6 | ||||||||||||
| Utilities | 7,179 | 0.8 | 8,086 | 0.5 | ||||||||||||
| Others | 32,866 | 3.5 | 676,067 | 42.0 | ||||||||||||
| Total | 924,987 | 100.0 | 1,609,805 | 100.0 | ||||||||||||
| 3 |
Administrative expenses consisted primarily of bank charges, staff costs, director’s remuneration, depreciation, insurance expenses, professional fees and other miscellaneous administrative expenses.
Staff costs mainly represented employee benefits expenses to our employees.
Depreciation expense is charged on our property, plant and equipment which includes (i) leasehold property; (ii) motor vehicles; (iii) office equipment; (iv) furniture and fittings; (v) renovation; (vi) computer software; (vii) computer and (viii) testing equipment.
Administrative expenses increased by S$684,818 or approximately 74.0% from S$924,987 for the six months ended October 31, 2024 to S$1,609,805 for the six months ended October 31, 2025. The increase was primarily due to advisory and consultancy fees amounting to S$536,379 for the six months ended October 31, 2025.
Other Income (Expenses)
Finance Costs
Finance costs primarily consisted of accrued interest from bank borrowings and lease liabilities. Finance costs increased by S$43,173, or approximately 124% from S$34,808 for the six months ended October 31, 2024 to S$77,981 for the six months ended October 31, 2025. The increase was primarily attributable to higher borrowing levels and prevailing interest rates during the period.
Other Income
The following table sets forth the breakdown of our other income for the six months ended October 31, 2024 and 2025:
| For the Six Months Ended October 31, | ||||||||||||||||
| 2024 | 2025 | |||||||||||||||
| S$ | % | S$ | % | |||||||||||||
| Government grant | 2,126 | 9.4 | 16,972 | 29.8 | ||||||||||||
| Interest income | - | - | 31,204 | 54.8 | ||||||||||||
| Foreign exchange gain | 328 | 1.4 | 1,925 | 3.4 | ||||||||||||
| Fair value changes on financial assets at fair value through profit or loss | 7,681 | 33.9 | 5,249 | 9.2 | ||||||||||||
| Rental income | - | - | 1,000 | 1.8 | ||||||||||||
| Sundry income | 12,546 | 55.3 | 612 | 1.0 | ||||||||||||
| Total | 22,681 | 100.0 | 56,962 | 100.0 | ||||||||||||
Other income primarily consisted of government grants, fair value change on keyman insurance and gain from foreign currency exchange. Other income increased by S$34,281, or approximately 151.1% from S$22,681 for the six months ended October 31, 2024 to S$56,962 for the six months ended October 31, 2025. The increase was primarily attributable to interest income recognized during the period.
| 4 |
Income Tax Expense
As the Group had unutilized capital allowance and trade losses as of April 30, 2024, which were carried forward and used to offset against the taxable income of the Group for the six months ended October 31, 2024, there was no current income tax expense for that period.
During the six months ended October 31, 2025, the Group recognized an income tax expense of S$281,665, primarily due to adjustments relating to prior financial periods.
Net Profit /(Loss) After Income Tax
As a result of the foregoing, our net profit after income tax amounted to S$196,748 for the six months ended October 31, 2024, and our net loss after income tax was S$1,509,733 for the six months ended October 31, 2025.
Liquidity and Capital Resources
As of April 30, 2024, our cash balances amounted to approximately S$1,868,461, our current assets were S$7,077,663, and our current liabilities were S$4,956,233. For the financial year ended April 30, 2024, we generated profit for the financial year of S$2,007,469 with net operating cash inflows of S$609,817.
As of April 30, 2025, our cash balances amounted to approximately S$759,891, our current assets were S$7,459,826, and our current liabilities were S$6,002,617. For the financial year ended April 30, 2025, we generated profit for the financial year of S$42,980 with net operating cash outflows of S$926,041.
As of October 31, 2024, our cash balances amounted to approximately S$1,285,607, our current assets were S$5,743,291 and our current liabilities were S$4,922,930. For the six months ended October 31, 2024, we generated profit for the financial period of S$196,748 with net operating cash inflows of S$35,370.
As of October 31, 2025, our cash balances amounted to approximately S$2,099,709, our current assets were S$11,796,338 and our current liabilities were S$5,219,478. For the six months ended October 31, 2025, we generated loss for the financial period of S$1,509,733 with net operating cash outflows of S$3,679,130.
During the year ended April 30, 2025, Herlin declared interim tax exempt (one-tier) dividends of S$200,000 and S$300,000 to Mr. Lim, our Chief Executive Director, and the controlling shareholder of our Company, on June 3, 2024 and October 30, 2024, respectively. As of April 30, 2025, all such dividends had been paid.
On November 18, 2024, Herlin declared an interim tax exempt (one-tier) dividend of S$1.1 million to Mr. Lim. As of the date of this Report, all dividends have been paid.
In assessing our liquidity, we believe that our current cash balances, operating cash flows and available banking facilities are expected to be sufficient to meet our working capital requirements and debt obligations in the 12 months following the date on which our audited financial statements are issued.
Our liquidity and working capital requirements have primarily related to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through a combination of net proceeds from this offering and loans from banking facilities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations, loans from banking facilities, the net proceeds from the offering and other equity and debt financing as and when appropriate.
Beyond the 12 months following the date on which our audited financial statements are issued, we expect that our projected cash flows from operating activities and available financing sources will support our working capital requirements and debt obligations.
However, if we experience an adverse operating environment or incur unanticipated capital expenditures, or if we decided to accelerate our growth, then additional financing may be required. No assurance can be provided, however, that additional financing, if required, would be available at all or on favorable terms. Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
| 5 |
Cash Flows Analysis
Cash Flows for the Six Months Ended October 31, 2024 and 2025
The following table sets forth a summary of our cash flows for the periods indicated.
| Six Months Ended October 31, | ||||||||
| 2024 | 2025 | |||||||
| S$ | S$ | |||||||
| Net cash provided by/(used in) operating activities | 35,370 | (3,679,130 | ) | |||||
| Net cash used in investing activities | (149,535 | ) | (2,220,511 | ) | ||||
| Net cash (used in)/from financing activities | (468,689 | ) | 7,239,459 | |||||
| (Decrease)/increase in cash and cash equivalents | (582,854 | ) | 1,339,818 | |||||
| Cash and cash equivalents at the beginning of the period | 1,868,461 | 759,891 | ||||||
| Cash and cash equivalents at the end of the period | 1,285,607 | 2,099,709 | ||||||
Cash flows from operating activities
For the six months ended October 31, 2024, our net cash generated by operating activities was S$35,370, which primarily consisted of our profit before income tax of S$198,152, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations. Adjustments for non-cash items and non-operating items consisted of (i) fair value gains on financial assets of S$7,681; (ii) unrealized foreign exchange losses of S$10,851; (iii) depreciation of property, plant and equipment of S$54,996; (iv) finance costs from bank borrowings and lease liabilities of S$34,808; and (v) allowance for expected credit losses for trade and other receivable and contract assets of S$5,087. Changes in operating assets and liabilities mainly included an increase in contract assets of S$787,261 which was offset by (i) a decrease in trade and other receivables of S$40,830; (ii) a decrease in trade and other payables of S$470,720; (iii) a decrease in contract liabilities of S$506,549; and (iv) tax paid of S$30,005.
For the six months ended October 31, 2025, our net cash used in operating activities was S$3,679,130, which primarily consisted of our loss before income tax of S$1,228,068, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations. Adjustments for non-cash items and non-operating items consisted of (i) fair value gains on financial assets of S$5,249; (ii) unrealized foreign exchange losses of S$1,952; (iii) depreciation of property, plant and equipment of S$24,587; (iv) finance costs from bank borrowings and lease liabilities of S$77,981; (v) interest income S$31,204 and (vi) reversal for expected credit losses for trade and other receivable and contract assets of S$67,972. Changes in operating assets and liabilities mainly included an increase in contract assets of S$311,744, an increase in contract liabilities of S$230,293 which was offset by (i) a decrease in trade and other receivables of S$2,466,970; (ii) a decrease in trade and other payables of S$493,008; (iii) tax paid of S$33,216.
Cash flow used in investing activities
For the six months ended October 31, 2024, net cash used in investing activities was S$149,535, which related to payment of initial public offering cost.
For the six months ended October 31, 2025, net cash used in investing activities was S$2,220,511, which consisted of (i) loans to third parties of S$1,821,680, (ii) purchase of property, plant and equipment of S$20,431 and (iii) payment of initial public offering cost of S$378,400.
Cash flow from/used in financing activities
For the six months ended October 31, 2024, net cash used in financing activities was S$468,689 which primarily consisted of (i) repayment of bank borrowings of S$252,558; (ii) repayment of lease liabilities of S$16,131 and (iii) dividends paid of S$200,000.
For the six months ended October 31, 2025, net cash generated from financing activities was S$7,239,459 which primarily consisted of (i) proceeds from bank borrowings S$1,127,043, (ii) proceeds from issuance of ordinary shares in subsidiary of S$7,666,801, which were offset by (iii) repayment of bank borrowings of S$932,784; (iv) dividend paid S$600,000 and (v) repayment of lease liabilities of S$21,601.
| 6 |
Exhibit 99.2
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL POSITION AS OF OCTOBER 31, 2025
| Note | April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | |||||||||||
| ASSETS | |||||||||||||
| Non-current assets | |||||||||||||
| Property, plant and equipment | 4 | 605,554 | 671,936 | 516,397 | |||||||||
| Financial assets at fair value through profit or loss | 5 | 440,888 | 446,137 | 342,866 | |||||||||
| Total non-current assets | 1,046,442 | 1,118,073 | 859,263 | ||||||||||
| Current assets | |||||||||||||
| Deferred initial public offering costs | 6 | 1,049,720 | - | - | |||||||||
| Trade and other receivables | 7 | 1,457,596 | 3,944,416 | 3,031,369 | |||||||||
| Loans to third parties | 8 | - | 1,853,221 | 1,424,240 | |||||||||
| Contract assets | 9 | 4,192,619 | 3,898,992 | 2,996,459 | |||||||||
| Cash and cash equivalents | 10 | 759,891 | 2,099,709 | 1,613,671 | |||||||||
| Total current assets | 7,459,826 | 11,796,338 | 9,065,739 | ||||||||||
| Total assets | 8,506,268 | 12,914,411 | 9,925,002 | ||||||||||
| EQUITY AND LIABILITIES | |||||||||||||
| Equity attributable to owners of the Company | |||||||||||||
| Share capital* | 11 | 86,585 | 86,639 | 66,584 | |||||||||
| Share premium | 12 | - | 6,802,972 | 5,228,229 | |||||||||
| Merger reserve | 12 | 1,199,999 | 1,199,999 | 922,225 | |||||||||
| Foreign currency translation reserve | 12 | 5,838 | 4,750 | 3,650 | |||||||||
| Other reserve | 12 | (1,846,763 | ) | (1,846,763 | ) | (1,419,276 | ) | ||||||
| Retained earnings/(Accumulated losses) | 1,153,886 | (355,847 | ) | (273,476 | ) | ||||||||
Total equity attributable to owners of the Company |
599,545 | 5,891,750 | 4,527,936 | ||||||||||
| Non-current liabilities | |||||||||||||
| Borrowings | 13 | 1,835,882 | 1,734,959 | 1,333,353 | |||||||||
| Deferred tax liabilities | 14 | 68,224 | 68,224 | 52,432 | |||||||||
| Total non-current liabilities | 1,904,106 | 1,803,183 | 1,385,785 | ||||||||||
| Current liabilities | |||||||||||||
| Borrowings | 13 | 500,982 | 923,082 | 709,408 | |||||||||
| Trade and other payables | 15 | 5,329,376 | 3,675,400 | 2,824,624 | |||||||||
| Contract liabilities | 9 | 153,113 | 383,406 | 294,656 | |||||||||
| Income tax payable | 19,146 | 237,590 | 182,593 | ||||||||||
| Total current liabilities | 6,002,617 | 5,219,478 | 4,011,281 | ||||||||||
| Total liabilities | 7,906,723 | 7,022,661 | 5,397,066 | ||||||||||
| Total equity and liabilities | 8,506,268 | 12,914,411 | 9,925,002 | ||||||||||
* Giving retroactive effect to reflect the reorganization and issuance of ordinary shares which are detailed in Note 1.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-2 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED
OCTOBER 31, 2024 AND 2025
| Note | October 31, 2024 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | |||||||||||
| Revenue | 16 | 7,279,839 | 6,951,990 | 5,342,753 | |||||||||
| Cost of sales | (6,083,081 | ) | (6,501,394 | ) | (4,996,460 | ) | |||||||
| Gross profit | 1,196,758 | 450,596 | 346,293 | ||||||||||
| Operating expenses: | |||||||||||||
| Distribution costs | (56,405 | ) | (115,812 | ) | (89,004 | ) | |||||||
| Administrative expenses | (924,987 | ) | (1,609,805 | ) | (1,237,170 | ) | |||||||
| Impairment loss on financial assets | 17 | (5,087 | ) | 67,972 | 52,238 | ||||||||
| (986,479 | ) | (1,657,645 | ) | (1,273,936 | ) | ||||||||
| Income/(Expense) from operations | 210,279 | (1,207,049 | ) | (927,643 | ) | ||||||||
| Other income/(expenses): | |||||||||||||
| Finance costs | 18 | (34,808 | ) | (77,981 | ) | (59,930 | ) | ||||||
| Other income | 19 | 22,681 | 56,962 | 43,776 | |||||||||
| (12,127 | ) | (21,019 | ) | (16,154 | ) | ||||||||
| Profit/(Loss) before income tax | 198,152 | (1,228,068 | ) | (943,797 | ) | ||||||||
| Income tax expense | 21 | (1,404 | ) | (281,665 | ) | (216,465 | ) | ||||||
| Profit/(Loss) for the period | 196,748 | (1,509,733 | ) | (1,160,262 | ) | ||||||||
| Other comprehensive income: | |||||||||||||
| Items that may be reclassified subsequently to profit or loss: | |||||||||||||
| Exchange differences on translating foreign operations | (1,750 | ) | (1,088 | ) | (845 | ) | |||||||
| Total comprehensive income/(loss) attributable to equity owners of the Company | 194,998 | (1,510,821 | ) | (1,161,107 | ) | ||||||||
Earnings per share attributable to owners of the Company |
|||||||||||||
| Basic and diluted earnings per share* | 0.01 | (0.04 | ) | (0.03 | ) | ||||||||
October 31, 2024 | October 31, 2025 | |||||||
Weighted average number of ordinary shares used in computing basic and diluted earnings* |
33,350,000 | 34,058,424 |
* Giving retroactive effect to reflect the reorganization and issuance of ordinary shares which are detailed in Note 1.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-3 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF
FOR THE SIX MONTHS ENDED OCTOBER 31, 2024 AND 2025
| Share capital* | Share premium | Merger reserve | Foreign currency translation reserve | Other reserve | Retained earnings/ (Accumulated losses) | Total equity attributable to owners of the Company | ||||||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | SGD | SGD | ||||||||||||||||||||||
| Balance at May 1, 2024 | 86,585 | - | 999,999 | (1,140 | ) | (1,846,763 | ) | 2,710,906 | 1,949,587 | |||||||||||||||||||
| Profit for the period | - | - | - | - | - | 196,748 | 196,748 | |||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | - | - | - | (1,750 | ) | - | (1,750 | ) | ||||||||||||||||||||
| Total comprehensive income attributable to equity owners of the Company | - | - | - | (1,750 | ) | - | 196,748 | 194,998 | ||||||||||||||||||||
| Dividend paid (Note 29) | - | - | - | - | - | (500,000 | ) | (500,000 | ) | |||||||||||||||||||
| Balance at October 31, 2024 | 86,585 | - | 999,999 | (2,890 | ) | (1,846,763 | ) | 2,407,654 | 1,644,585 | |||||||||||||||||||
| Balance at May 1, 2025 | 86,585 | - | 1,199,999 | 5,838 | (1,846,763 | ) | 1,153,886 | 599,545 | ||||||||||||||||||||
| Loss for the period | - | - | - | - | - | (1,509,733 | ) | (1,509,733 | ) | |||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||
| Exchange differences on translating foreign operations | - | - | - | (1,088 | ) | - | - | (1,088 | ) | |||||||||||||||||||
| Total comprehensive loss attributable to equity owners of the Company | - | - | - | (1,088 | ) | - | (1,509,733 | ) | (1,510,821 | ) | ||||||||||||||||||
| Proceeds from issuance of IPO shares, net of expenses of SGD1,779,843 (USD1,367,847) | 54 | 6,802,972 | - | - | - | - | 6,803,026 | |||||||||||||||||||||
| Balance at October 31, 2025 | 86,639 | 6,802,972 | 1,199,999 | 4,750 | (1,846,763 | ) | (355,847 | ) | 5,891,750 | |||||||||||||||||||
| Balance at October 31, 2025 (USD) | 66,584 | 5,228,229 | 922,225 | 3,650 | (1,419,276 | ) | (273,476 | ) | 4,527,936 | |||||||||||||||||||
* Giving retroactive effect to reflect the reorganization and issuance of ordinary shares which are detailed in Note 1.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-4 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2024 AND 2025
| Note | October 31, 2024 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | |||||||||||
| Cash flows from operating activities | |||||||||||||
| Profit/(Loss) before income tax | 198,152 | (1,228,068 | ) | (943,797 | ) | ||||||||
| Adjustments for: | |||||||||||||
| Fair value changes on financial assets at fair value through profit or loss | (7,681 | ) | (5,249 | ) | (4,034 | ) | |||||||
| Unrealized foreign exchange difference | 10,851 | 1,952 | 1,500 | ||||||||||
| Depreciation of property, plant and equipment | 4 | 54,996 | 24,587 | 18,896 | |||||||||
| Finance costs | 18 | 34,808 | 77,981 | 59,930 | |||||||||
| Interest income | 19 | - | (31,204 | ) | (23,981 | ) | |||||||
| Allowance for expected credit losses for trade and other receivables and contract assets | 5,087 | - | - | ||||||||||
| Reversal for expected credit losses for trade and other receivables and contract assets | 17 | - | (67,972 | ) | (52,238 | ) | |||||||
| Operating cash flows before working capital changes | 296,213 | (1,227,973 | ) | (943,724 | ) | ||||||||
| Changes in working capital: | |||||||||||||
| Contract assets | 787,261 | 311,744 | 239,582 | ||||||||||
| Trade and other receivables | (40,830 | ) | (2,466,970 | ) | (1,895,920 | ) | |||||||
| Trade and other payables | (470,720 | ) | (493,008 | ) | (378,886 | ) | |||||||
| Contract liabilities | (506,549 | ) | 230,293 | 176,985 | |||||||||
| Cash generated from/(used in) operations | 65,375 | (3,645,914 | ) | (2,801,963 | ) | ||||||||
| Income tax paid | (30,005 | ) | (33,216 | ) | (25,527 | ) | |||||||
| Net cash generated from/(used in) operating activities | 35,370 | (3,679,130 | ) | (2,827,490 | ) | ||||||||
| Cash flows from investing activities | |||||||||||||
| Payment of initial public offering costs | (149,535 | ) | (378,400 | ) | (290,808 | ) | |||||||
| Purchase of property, plant and equipment | - | (20,431 | ) | (15,702 | ) | ||||||||
| Loans to third parties | - | (1,821,680 | ) | (1,400,000 | ) | ||||||||
| Net cash (used in)/generated from investing activities | (149,535 | ) | (2,220,511 | ) | (1,706,510 | ) | |||||||
| Cash flows from financing activities | |||||||||||||
| Proceeds from bank borrowings | - | 1,127,043 | 866,157 | ||||||||||
| Repayment of bank borrowings | (252,558 | ) | (932,784 | ) | (716,864 | ) | |||||||
| Repayment of lease liabilities | (16,131 | ) | (21,601 | ) | (16,601 | ) | |||||||
| Proceeds from issuance of IPO shares | - | 7,666,801 | 5,892,100 | ||||||||||
| Dividend paid | (200.000 | ) | (600,000 | ) | (461,113 | ) | |||||||
| Net cash (used in)/generated from financing activities | (468,689 | ) | 7,239,459 | 5,563,679 | |||||||||
| Net change in cash and cash equivalents | (582,854 | ) | 1,339,818 | 1,029,679 | |||||||||
| Cash and cash equivalents at beginning of period | 1,868,461 | 759,891 | 583,992 | ||||||||||
| Cash and cash equivalents at end of period | 10 | 1,285,607 | 2,099,709 | 1,613,671 | |||||||||
| F-5 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED OCTOBER 31, 2024 AND 2025
A reconciliation of liabilities arising from financing activities as follows:
Principal and | Non-cash changes | |||||||||||||||||||||||
| May 1, 2025 | interest payment | Capitalization of new lease | Proceeds | Interest expenses |
October 31, 2025 | |||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | ||||||||||||||||||||
| Bank borrowings | 1,827,409 | (932,784 | ) | - | 1,127,043 | 69,764 | 2,091,432 | |||||||||||||||||
| Lease liabilities | 509,455 | (21,601 | ) | 70,538 | - | 8,217 | 566,609 | |||||||||||||||||
Principal and | Non-cash changes | October 31, | ||||||||||||||
| May 1, 2024 | interest payment | Interest expenses |
2024 | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Bank borrowings | 1,119,444 | (252,558 | ) | 29,171 | 896,057 | |||||||||||
| Lease liabilities | 528,585 | (16,131 | ) | 5,637 | 518,091 | |||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| F-6 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Overview |
Magnitude International Ltd (the “Company”) is incorporated in Cayman Islands on 25 October 2024 and its registered office at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. The principal place of business of the Company is 27 Woodlands Industrial Park E1 #03-15 (Lobby B) Hiangkie Industrial Building Singapore 757718.
These unaudited interim condensed consolidated financial statements comprise the Company and its subsidiaries (the “Group”).
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are disclosed below.
The details of its subsidiaries are as follows:
| Percentage of effective ownership | ||||||||||
| Name of subsidiary | held by the Company | |||||||||
(Country of incorporation and principal place of business) | Principal activities | April 30, 2025 | October 31, 2025 | |||||||
| Elec Power Ltd (“Elec”) | Investment holding | 100 | % | 100 | % | |||||
| (British Virgin Islands) | ||||||||||
| BNL Engineering Private Limited (“BNL”) (Singapore) | Provision of electrical installation and licensing services for greenfield electrical installation projects | 100 | % | 100 | % | |||||
| Herlin Pte. Ltd. (“Herlin”) (Singapore) | Provision of electrical installation and licensing services for brownfield electrical installation projects | 100 | % | 100 | % | |||||
Organization and reorganization
In order to facilitate the Company’s initial public offering, the Company completed a series of reorganization transactions (the “Reorganization”), whereby, each of the operating and holding entities under the controlling shareholder’s common control before and after the Reorganization, were ultimately contributed to the Company.
On October 25, 2024, the Company was incorporated in the Cayman Islands with limited liability and the initial 1 share was transferred to Mr. Lim Say Wei (“Mr. Lim”) on the same date.
On November 21, 2024, Mr. Lim transferred the 1 share to his nominee BVI Co, XJL International Ltd. The initial authorized share capital of the Company is currently 500,000,000 Shares of a par value of US$0.001 each.
On December 12, 2024, Elec was incorporated in the BVI with limited liability. Elec is authorized to issue a maximum of 50,000 shares of a single class each with a par value of US$1.00.
On December 12, 2024, the Company subscribed for, and Elec allotted and issued to it 1 share for cash at par.
On December 27, 2024, Mr. Lim’s nominee BVI Co, XJL International Ltd., Beyond Merchant Limited, KeyStone Builders Group Limited, Kingkey Holdings (International) Limited, Canningale Investments Limited and SwiftBuild Solutions Group Limited subscribed for 762,998; 49,000; 49,000; 45,000; 45,000 and 49,000 Shares respectively for US$15,260, US$9,800, US$9,800, US$9,000, US$9,000 and US$9,800 in cash, representing approximately 76.30%, 4.90%, 4.90%, 4.50%, 4.50% and 4.90% of the issued share capital of the Company respectively.
| F-7 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Overview (Continued) |
On January 10, 2025, Mr. Lim’s nominee XJL transferred 2.7%/27,000 of the issued share capital of Magnitude to Ms. Cheng, an independent third party for cash at par value. The shares are resale shares and is permitted to resale from time to time. Ms. Cheng had, at the time of acquiring Ordinary Shares from XJL International Ltd, agreed to assist the Company to expand its business in Southeast Asia after the Company’s initial public offering as well as to introduce customers to the Company for diversification of its customer base.
On January 10, 2025, Mr. Lim’s nominee XJL transferred 3.0%/30,000 of the issued share capital of Magnitude to Mr. Chi, an independent third party for cash at par value. Those shares are restricted shares for selling from time to time.
On February 20, 2025, Mr. Lim’s nominee XJL transferred 3.4%/34,000 of the issued share capital of the Company to Mr. Choo, an independent third party for cash at US$18,000.
On March 19, 2025, Mr. Lim and the Company entered into a reorganization agreement pursuant to which Mr. Lim transferred his shares in Herlin and BNL to Elec in consideration of the Company allotting and issuing 1 Share to Mr. Lim’s nominee BVI Co, XJL International Ltd credited as fully paid.
Following such allotment and issue, the Company was held by Mr. Lim’s nominee BVI Co, XJL International Ltd, Beyond Merchant Limited, KeyStone Builders Group Limited, Kingkey Holdings (International) Limited, Canningale Investments Limited and SwiftBuild Solutions Group Limited, Ms. Cheng, Mr. Chi and Mr. Choo as to 672,000; 49,000; 49,000; 45,000; 45,000, 49,000, 27,000, 30,000 and 34,000 shares respectively, representing approximately 67.20%, 4.90%, 4.90%, 4.50%, 4.50%, 4.90%, 2.70%, 3% and 3.40% of the issued share capital of the Company.
On May 27, 2025, for purposes of recapitalization in anticipation of the initial public offering, the Company amended its memorandum of association to effect a 1:40 forward share split and changed the authorized share capital to USD500,000 divided into 20,000,000,000 ordinary shares with a par value of USD0.000025 each. Concurrently, XJL International Ltd, Beyond Merchant Limited, KeyStone Builders Group Limited, Kingkey Holdings (International) Limited, Canningale Investments Limited, SwiftBuild Solutions Group Limited, Ms. Cheng, Mr. Chi and Mr. Choo surrendered 4,468,800, 325,850, 325,850, 299,250, 299,250, 325,850, 179,550, 199,500 and 226,100 ordinary shares to the Company respectively. After the recapitalization, their respective shareholdings are 22,411,200, 1,634,150, 1,634,150, 1,500,750, 1,500,750, 1,634,150, 900,450, 1,000,500 and 1,133,900. There was no change in the shareholders’ respective ownership percentages following the recapitalization.
The Reorganization was completed on March 19, 2025. Through the Reorganization, the Company became the holding company of the subsidiaries comprising the Group. As the Group were under the same control of the ultimate controlling party, Mr. Lim, accordingly, the financial statements are prepared on a consolidated basis by applying the principles of common control as if the Reorganization had been completed at the beginning of the first reporting period.
On August 12, 2025, the Company completed its initial public offering. In this offering, the Company issued 1,650,000 ordinary shares at a price of USD4.00 per share. The Company received gross proceeds in the amount of US$6,600,000 before deducting any underwriting discounts or expenses. The ordinary shares began trading on August 12, 2025 on the Nasdaq Capital Market under the ticker symbol “MAGH”.
There have been no other significant changes in the nature of these activities during the financial period ended October 31, 2025 and October 31, 2024, other than above.
| 2. | Material accounting policy information |
| 2.1 | Basis of preparation |
The unaudited interim condensed consolidated financial statements of the Company do not include all the information and footnotes required by the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board for a complete set of financial statements. Certain information and footnote disclosures, which are normally included in audited consolidated financial statements prepared in accordance with IFRS, have been condensed or omitted pursuant to Article 10 of Regulations S-X. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, in normal recurring nature, as necessary to present a fair statement of the Company’s statement of financial position as at October 31, 2024, and the statement of profit or loss and comprehensive income, changes in equity and cash flows for the six months ended October 31, 2024 and 2025.
The unaudited interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company as of and for the year ended April 30, 2024 and 2025, and related notes included in the audited consolidated financial statements.
| F-8 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.1 | Basis of preparation (Continued) |
The preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to exercise its judgement in the process of applying the Group’s accounting policies. It also requires the use of certain critical accounting estimates and assumptions. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 3.
In the current year, the Group has adopted all the new and revised IFRS and Interpretations of IFRS that are relevant to its operations and effective for annual periods beginning on or after May 1, 2025. Changes to the Group’s accounting policies have been made as required, in accordance with the transitional provisions in the respective IFRS and Interpretations of IFRS. The adoption of these new or amended IFRS and Interpretations of IFRS did not result in substantial changes to the Group’s accounting policies and had no material effect on the amounts reported for the current or prior financial years.
IFRS and Interpretations of IFRS issued but not yet effective
At the date of authorization of these financial statements, certain IFRS and Interpretations of IFRS were issued but not yet effective. Consequential amendments were also made to various standards as a result of these new/revised standards.
The Group does not intend to early adopt any of the above new/revised standards, interpretations and amendments to the existing standards. Management anticipates that the adoption of the aforementioned revised/new standards will not have a material impact on the financial statements of the Group and Company in the period of their initial adoption.
| 2.2 | Revenue |
Revenue from provision of electrical works and installation services and ad hoc services in the ordinary course of business is recognized when the Group satisfies a performance obligation by transferring control of an asset to the customer. The amount of revenue recognized is the amount of the transaction price allocated to the satisfied performance obligation.
Transaction price is the amount of consideration in the contract to which the Group expects to be entitled in exchange for transferring the promised goods. The transaction price may be fixed or variable and is adjusted for time value of money if the contract includes a significant financing component. Consideration payable to a customer is deducted from the transaction price if the Group does not receive a separate identifiable benefit from the customer. When consideration is variable, if applicable, the estimated amount is included in the transaction price to the extent that it is highly probable that a significant reversal of the cumulative revenue will not occur when the uncertainty associated with the variable consideration is resolved.
Specifically, the Group uses a five-step approach to recognize revenue:
● Step 1: Identify the contract(s) with a client
● Step 2: Identify the performance obligations in the contract
● Step 3: Determine the transaction price
● Step 4: Allocate the transaction price to the performance obligations in the contract
● Step 5: Recognize revenue when (or as) the Group satisfies a performance obligation
A performance obligation may be satisfied at a point in time or over time.
| F-9 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.2 | Revenue (Continued) |
Revenue from provision of electrical works and installation services
The Group generally acts as the main electrical contractor in providing a range of greenfield and brownfield electrical works and installation services through fixed price contracts in private and public housing sectors including condominium, residual flats and bungalows, commercial and mixed development typed properties. The asset is created over time during the contract period, and it is accounted for as a single performance obligation that is satisfied over time. This is because the performance creates or enhances an asset that the customer controls as the asset is created or enhanced, and the performance does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.
Revenue is recognized over time using input method by reference to the Group’s progress towards completing the electrical works and installation services. The measure of progress is determined based on the proportion of contract costs incurred to date to the estimated total contract costs. Costs incurred that are not related to the contract or that do not contribute towards satisfying a performance obligation are excluded from the measure of progress and instead are expensed as incurred.
The period between the transfer of the promised services and customer payment may exceed one year. For such contracts, there is no significant financing component present as the payment terms is an industry practice to protect the customer from the performing entity’s failure to adequately complete some or all of its obligations under the contract. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
Revenue from construction contracts are also adjusted with variations to the contracts claimable from customers, as well as liquidated damages due to delays or other causes, payable to customers.
Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in the profit or loss in the period in which the circumstances that give rise to the revision become known by management.
The customer is invoiced on a milestone payment schedule with a credit term of 35 days. If the value of the goods transferred by the Group exceeds the payments, a contract asset is recognized. If the payments exceed the value of the goods transferred, a contract liability is recognized.
For costs incurred in fulfilling the contract which are within the scope of another IFRS, these have been accounted for in accordance with those other IFRSs. If these are not within the scope of another IFRS, the Group will capitalise these as contract costs assets only if (a) these cost related directly to a contact or an anticipated contract which the Group can specifically identify; (b) these costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and (c) these costs are expected to be recovered. Otherwise, such costs are recognized as an expense immediately.
Capitalized contract costs are subsequently amortized on a systematic basis as the Group recognizes the related revenue over time. An impairment loss is recognized in the profit or loss to the extent that the carrying amount of capitalized contract costs exceeds the expected remaining consideration less any directly related costs not yet recognized as expenses.
Revenue from ad-hoc services
Ad-hoc services includes various types of electrical addition and alteration works that are generally completed within 30 days, revenue from which is recognized at a point in time when control of the asset has been transferred to its customer, being when the customer has accepted the services in accordance with the sales contract or the Group has objective evidence that all criteria for acceptance have been satisfied. There is no element of significant financing component in the Group’s revenue transaction as customers are required to pay with a credit term of 30 days from the invoice date.
| F-10 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.3 | Basis of consolidation |
Consolidation
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date on that control ceases.
In preparing the unaudited interim condensed consolidated financial statements, transactions, balances and unrealized gains on transactions between group entities are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the transferred asset. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Group.
Non-controlling interests comprise the portion of a subsidiary’s net results of operations and its net assets, which is attributable to the interests that are not owned directly or indirectly by the equity holders of the Company. They are shown separately in the consolidated statements of profit or loss and other comprehensive income, statements of changes in equity, and statements of financial position. Total comprehensive income is attributed to the non-controlling interests based on their respective interests in a subsidiary, even if this results in the non-controlling interests having a deficit balance.
Common control
Acquisition of entities under an internal reorganization scheme does not result in any change in economic substance. Accordingly, the consolidated financial statements of the Group are a continuation of the acquired entities and is accounted for as follows:
| ● | The results of entities are presented as if the internal reorganization occurred from the beginning of the earliest period presented in the financial statements; |
| ● | The Group will consolidate the assets and liabilities of the acquired entities at the pre-combination carrying amounts. No adjustments are made to reflect fair values, or recognize any new assets or liabilities, at the date of the internal reorganization that would otherwise be done under the acquisition method; and |
| ● | No new goodwill is recognized as a result of the internal reorganization. The only goodwill that is recognized is the existing goodwill relating to the combining entities. Any difference between the consideration paid/transferred and the equity acquired is reflected within equity as merger reserve. |
Acquisition
The acquisition method of accounting is used to account for business combinations entered by the Group.
The consideration transferred for the acquisition of a subsidiary or business comprises the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred also includes any contingent consideration arrangement and any pre-existing equity interest in the subsidiary measured at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The excess of (a) the consideration transferred over the (b) fair value of the identifiable net assets acquired is recorded as goodwill, if any.
| F-11 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.3 | Basis of consolidation (Continued) |
Disposals
When a change in the Group’s ownership interest in a subsidiary result in a loss of control over the subsidiary, the assets and liabilities of the subsidiary including any goodwill are derecognized. Amounts previously recognized in other comprehensive income in respect of that entity are also reclassified to profit or loss or transferred directly to retained earnings if required by a specific standard.
Any retained equity interest in the entity is remeasured at fair value. The difference between the carrying amount of the retained interest at the date when control is lost and its fair value is recognized in profit or loss.
Transactions with non-controlling interests
Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control over the subsidiary are accounted for as transactions with equity owners of the Company. Any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
| 2.4 | Convenience translation |
Translations of amounts in the unaudited interim condensed consolidated statement of financial position, unaudited interim condensed consolidated statement of profit or loss and other comprehensive income, and unaudited interim condensed consolidated statement of cash flows from Singapore Dollar (“S$” or “SGD”) into United States Dollar (“US$” or “USD”) as of and for the period ended October 31, 2025 are solely for the convenience of the reader and were calculated at the noon middle rate of US$1 - S$1.301 as of October 31, 2025, as published in H.10 statistical release of the United States Federal Reserve Board. No representation is made that the S$ amounts could have been, or could be, converted, realized or settled into US$ at such rate or at any other rate.
| 2.5 | Foreign currency translations and balances |
Functional and presentation currency
Items included in the financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“functional currency”). The functional currency of the Company and its subsidiary incorporated in BVI is USD, and the operating subsidiaries incorporated in Singapore is SGD. The unaudited interim condensed consolidated financial statements are presented in SGD, which is the reporting currency of the Company.
Transactions and balances
Transactions in a currency other than the functional currency (“foreign currency”) are translated into the functional currency using the exchange rates at the dates of the transactions. Currency exchange differences resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the closing rates at the balance sheet date are recognized in profit or loss. Monetary items include primarily financial assets (other than equity investments), contract assets and financial liabilities.
Non-monetary items measured at fair value in foreign currencies are translated using the exchange rates at the date when the fair values are determined.
| F-12 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.5 | Foreign currency translations and balances (Continued) |
Translation of Group entities’ financial statements
The results and financial position of all the Group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
(i) assets and liabilities are translated at the closing exchange rates at the reporting date;
(ii) income and expenses are translated at average exchange rates (unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated using the exchange rates at the dates of the transactions); and
(iii) all resulting currency translation differences are recognized in other comprehensive income and accumulated in the currency translation reserve. These currency translation differences are reclassified to profit or loss on disposal or partial disposal with loss of control of the foreign operation.
| 2.6 | Property, plant and equipment |
All items of property, plant and equipment are initially recorded at cost. Subsequent to recognition, property, plant and equipment are measured at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes its purchase price and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Dismantlement, removal or restoration costs are included as part of the cost of property, plant and equipment if the obligation for dismantlement, removal or restoration is incurred as a consequence of acquiring or using the property, plant and equipment.
Depreciation is calculated using the straight-line method to allocate depreciable amounts over their estimated useful lives. The estimated useful lives are as follows:
| Useful lives | ||
| Leasehold property | 35 years | |
| Office equipment | 5 years | |
| Furniture and fittings | 5 years | |
| Renovation | 5 years | |
| Motor vehicles | 5 years | |
| Computer software | 2 years | |
| Computer | 1 year | |
| Testing equipment | 1 year |
Fully depreciated assets are retained in the financial statements until they are no longer in use and no further change for depreciation is needed in respect of these assets.
The residual value, useful lives and depreciation method are reviewed at the end of each reporting period, and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in profit or loss in the year the asset is derecognized.
| F-13 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.7 | Impairment of non-financial assets |
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, (or, where applicable, when an annual impairment testing for an asset is required), the Group makes an estimate of the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or cash-generating unit exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Impairment losses are recognized in profit or loss.
A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized previously. Such reversal is recognized in profit or loss.
| 2.8 | Financial instruments |
Financial assets
Initial recognition and measurement
Financial assets are recognized when, and only when the entity becomes party to the contractual provisions of the instruments.
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Trade receivables are measured at the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third party, if the trade receivables do not contain a significant financing component at initial recognition.
Subsequent measurement
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the contractual cash flow characteristics of the asset. The three measurement categories for classification of debt instruments are amortized cost, fair value through other comprehensive income (“FVOCI”) and FVPL.
Financial assets that are held for the collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Financial assets are measured at amortized cost using the effective interest method, less impairment. Gains and losses are recognized in profit or loss when the assets are derecognized or impaired, and through the amortization process.
Debt instruments that are held for trading as well as those that do not meet the criteria for classification as amortized cost or FVOCI are classified as FVPL. Movement in fair values and interest income is recognized in the period in which it arises and presented in “other income and expenses, net”.
| F-14 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.8 | Financial instruments (Continued) |
Financial assets (Continued)
Subsequent measurement (Continued)
Derecognition
A financial asset is derecognized where the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognized in other comprehensive income for debts instruments is recognized in profit or loss.
Financial liabilities
Initial recognition and measurement
Financial liabilities are recognized when, and only when, the Group becomes a party to the contractual provisions of the financial instrument. The Group determines the classification of its financial liabilities at initial recognition.
All financial liabilities are recognized initially at fair value plus in the case of financial liabilities not at FVPL, net of directly attributable transaction costs.
Subsequent measurement
After initial recognition, financial liabilities that are not carried at FVPL are subsequently measured at amortized cost using the effective interest method. Gains and losses are recognized in profit or loss when the liabilities are derecognized, and through the amortization process.
Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expired. On derecognition, the difference between the carrying amounts and the consideration paid is recognized in profit or loss.
| 2.9 | Impairment of financial assets |
The Group recognizes an allowance for expected credit losses (“ECLs”) for all debt instruments not held at FVPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a “12-month ECL”). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is recognized for credit losses expected over the remaining life of the exposure, irrespective of timing of the default (a “lifetime ECL”).
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment which could affect debtors’ ability to pay.
| F-15 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.9 | Impairment of financial assets (Continued) |
The Group considers a financial asset in default when contractual payments are 60 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
| 2.10 | Cash and cash equivalents |
Cash and cash equivalents comprise cash at banks and on hand which are subject to an insignificant risk of changes in value.
| 2.11 | Provisions |
General
Provisions are recognized when the Group has a present obligation (legal or constructive) where, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.
Onerous contract
If the Group has a contract that is onerous, the present obligation under the contract is recognized and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognizes any impairment loss that has occurred on assets dedicated to that contract. An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it.
Defect liability
If the Group has a contractual commitment to rectify defect works for its construction contract during the defect liability period. A provision is recognized at the balance sheet date for expected defect costs based on historical experience of the level of defects.
| 2.12 | Government grants |
Government grants are recognized as a receivable when there is reasonable assurance that the grant will be received and all attached conditions will be complied with.
When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, the fair value is recognized as deferred income on the statement of financial position and is recognized as income in equal amounts over the expected useful life of the related asset.
| F-16 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.13 | Borrowing costs |
All borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss in the period in which they are incurred.
Borrowings are presented as current liabilities unless the Group has an unconditional right to defer settlement for at least 12 months after the reporting date. When an entity breaches an undertaking under a long-term loan agreement on or before the reporting date with the effect that the liability becomes payable on demand, the liability is classified as current, even if the lender has agreed, after the reporting date and before the authorization of the financial statements for issue, not to demand payment as a consequence of the breach. The liability is classified as current because, at the reporting date, the entity does not have an unconditional right to defer its settlement for at least twelve months after that date.
Where the entity expects, and has the discretion, to re-finance or roll over an obligation for at least 12 months after the reporting period under an existing loan facility with the same lender, the liability is classified as non-current.
| 2.14 | Employee benefits |
Defined contribution plan
The Group makes contributions to the Central Provident Fund scheme in Singapore, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.
| 2.15 | Leases |
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
As lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognizes lease liabilities representing the obligations to make lease payments and right-of-use assets representing the right to use the underlying leased assets.
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and- the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. The accounting policy for impairment is disclosed in Note 2.7.
| F-17 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.15 | Leases (Continued) |
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
The Group’s lease liabilities are presented in Note 12.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery (i.e. those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognized as expense on a straight-line basis over the lease term.
| 2.16 | Taxes |
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authority. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date.
Current income taxes are recognized in profit or loss except to the extent that the tax relates to items recognized outside profit or loss, either in other comprehensive income or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the end of the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
| F-18 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.16 | Taxes (Continued) |
Deferred tax (Continued)
Deferred tax assets shall be recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which the deductible temporary difference can be utilized, unless:
| (a) | the deferred tax asset arises from the initial recognition of an asset or liability in a transaction that: is not a business combination; or at the time of transaction, affects neither accounting profit nor taxable profit (tax loss); and at the time of transaction, does not give rise to equal taxable and deductible temporary differences; and |
| (b) | in respect of deductible temporary differences associated with interests in joint ventures, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized. |
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at the end of each reporting period and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Goods and Service Tax (“GST”)
Revenues, expenses and assets are recognized net of the amount of sales tax except:
| (i) | where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case the sales tax is recognized as part of the cost of acquisition of the asset or as part of the expense item as applicable; and |
| (ii) | receivables and payables that are stated with the amount of sales tax included. |
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the statement of financial position.
| 2.17 | Share capital |
Proceeds from issuance of ordinary shares are recognized as share capital in equity. Incremental costs directly attributable to the issuance of ordinary shares are deducted against share capital.
| 2.18 | Earnings per share |
The Group presents basic and diluted earnings per share data for its ordinary shares. Basic earnings per share is calculated by dividing the profit or loss attributable to owners of the Company by the weighted-average number of ordinary shares outstanding during the period, adjusted for own shares held, if any. Diluted earnings per share is determined by adjusting the profit or loss attributable to owner of the Company and the weighted-average number of ordinary shares outstanding, adjusted for own shares held, if any, for the effects of all dilutive potential ordinary shares.
| 2.19 | Dividends |
Equity dividends are recognized when they become legally payable. Interim dividends are recorded in the year in which they are declared payable. Final dividends are recorded in the year in which the dividends are approved by the shareholder.
| F-19 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Material accounting policy information (Continued) |
| 2.20 | Related parties |
A related party is defined as follows:
| (a) | A person or a close member of that person’s family is related to the Group if that person: |
| (i) | has control or joint control over the Group; | |
| (ii) | has significant influence over the Group; or | |
| (iii) | is a member of the key management personnel of the Group or of a parent of the Company. |
| (b) | An entity is related to the Group if any of the following conditions applies: |
| (i) | the entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary is related to the others). | |
| (ii) | one entity is an associate or joint venture of the other entity (or an associate or joint venture of a member of a group of which the other entity is a member). | |
| (iii) | both entities are joint ventures of the same third party. | |
| (iv) | one entity is a joint venture of a third entity and the other entity is an associate of the third entity. | |
| (v) | the entity is a post-employment benefit plan for the benefit of employees of either the Group or an entity related to the Group. If the Group is itself such a plan, the sponsoring employers are also related to the Group. | |
| (vi) | the entity is controlled or jointly controlled by a person identified in (a). | |
| (vii) | a person identified in (a) (i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity). | |
| (viii) | the entity, or any member of a group of which it is a part, provides key management personnel services to the Group or to the parent of the Group. |
| 2.21 | Segment reporting |
Operating segment is reported in a manner consistent with the internal reporting provided to the executive committee whose members are responsible for allocating resources and assessing performance of the operating segment.
| 3. | Significant accounting judgements and estimates |
The preparation of the Group’s consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in the future periods.
| 3.1 | Judgments made in applying accounting policies |
Management is of the opinion that there are no significant judgements made in applying accounting estimates and policies that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year.
| 3.2 | Key sources of estimation uncertainty |
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period are discussed below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
| F-20 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 3. | Significant accounting judgements and estimates (Continued) |
| 3.2 | Key sources of estimation uncertainty (Continued) |
Revenue recognition from provision of electrical works and installation services
The Group recognizes contract revenue and contract costs from provision of electrical works and installation services for construction projects using input method, based on the actual costs incurred by the Group to date compared with the total budgeted costs for the project to estimate the revenue recognized during the period. The estimated total contract costs are based on contracted amounts, and in respect of amounts not contracted for, management’s estimates of the amounts to be incurred taking into consideration historical trends of the amounts incurred and adjusted for any price fluctuations during the year, where applicable. Notwithstanding that management reviews and revises the estimates of both revenue and total contract costs as the contract progresses, the actual outcome of the contract in terms of its total revenue and costs may be higher or lower than the estimates and this will affect the revenue and profit recognized.
Management reviews the construction contracts for foreseeable losses whenever there is an indication that the estimated contract revenue is lower than the estimated total contract costs. The carrying amounts of contract assets and contract liabilities arising from provision electrical works and installation services are disclosed in Note 9.
Provision for expected credit losses (“ECL”) of trade receivables and contract assets
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision rates are based on days past due for groupings of various customer segments that have similar loss patterns.
The provision matrix is initially based on the Group’s historical observed default rates. The Group will calibrate the matrix to adjust historical credit loss experience with forward-looking information. At every reporting date, historical default rates are updated and changes in the forward-looking estimates are analysed.
The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of customer’s actual default in the future.
The carrying amounts of the Group’s trade receivables and contract assets as at April 30, 2025 and October 31, 2025 are disclosed in Note 7 and 9 respectively.
| F-21 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 4. | Property, plant and equipment |
Leasehold property | Renovation | Computer software | Computer | Office equipment | Furniture and fittings | Motor vehicles | Testing equipment |
| Total | Total | ||||||||||||||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | SGD | SGD | SGD | SGD | USD | |||||||||||||||||||||||||||||||
| Cost: | ||||||||||||||||||||||||||||||||||||||||
| Balance at May 1, 2024 | 680,000 | 123,360 | 46,421 | 7,153 | 203,377 | 77,556 | 83,600 | 4,808 | 1,226,275 | 942,418 | ||||||||||||||||||||||||||||||
| Additions | - | - | - | - | 19,077 | 395 | - | - | 19,472 | 14,964 | ||||||||||||||||||||||||||||||
| Disposal | - | - | - | - | - | - | (30,800 | ) | - | (30,800 | ) | (23,670 | ) | |||||||||||||||||||||||||||
| Write-off | - | - | - | - | (17,300 | ) | - | - | - | (17,300 | ) | (13,295 | ) | |||||||||||||||||||||||||||
| Balance at April 30, 2025 | 680,000 | 123,360 | 46,421 | 7,153 | 205,154 | 77,951 | 52,800 | 4,808 | 1,197,647 | 920,417 | ||||||||||||||||||||||||||||||
| Additions | - | - | - | - | 15,969 | - | 75,000 | - | 90,969 | 69,912 | ||||||||||||||||||||||||||||||
| Balance at October 31, 2025 | 680,000 | 123,360 | 46,421 | 7,153 | 221,123 | 77,951 | 127,800 | 4,808 | 1,288,616 | 990,329 | ||||||||||||||||||||||||||||||
| Accumulated depreciation | ||||||||||||||||||||||||||||||||||||||||
| Balance at May 1, 2024 | 90,998 | 108,135 | 25,451 | 7,153 | 193,119 | 67,647 | 55,829 | 4,808 | 553,140 | 425,100 | ||||||||||||||||||||||||||||||
| Depreciation | 19,854 | 15,225 | 20,970 | - | 10,088 | 9,310 | 10,237 | - | 85,684 | 65,850 | ||||||||||||||||||||||||||||||
| Disposal | - | - | - | - | - | - | (29,431 | ) | - | (29,431 | ) | (22,618 | ) | |||||||||||||||||||||||||||
| Write-off | - | - | - | - | (17,300 | ) | - | - | - | (17,300 | ) | (13,296 | ) | |||||||||||||||||||||||||||
| Balance at April 30, 2025 | 110,852 | 123,360 | 46,421 | 7,153 | 185,907 | 76,957 | 36,635 | 4,808 | 592,093 | 455,036 | ||||||||||||||||||||||||||||||
| Depreciation | 9,927 | - | - | - | 6,584 | 230 | 7,846 | - | 24,587 | 18,896 | ||||||||||||||||||||||||||||||
| Balance at October 31, 2025 | 120,779 | 123,360 | 46,241 | 7,153 | 192,491 | 77,187 | 44,481 | 4,808 | 616,682 | 473,932 | ||||||||||||||||||||||||||||||
| Carrying amount | ||||||||||||||||||||||||||||||||||||||||
| Balance at April 30, 2025 | 569,148 | - | - | - | 19,247 | 994 | 16,165 | - | 605,554 | 465,381 | ||||||||||||||||||||||||||||||
| Balance at October 31, 2025 | 559,221 | - | - | - | 28,632 | 764 | 83,319 | - | 671,936 | 516,397 | ||||||||||||||||||||||||||||||
Leasehold property with carrying amount of SGD559,221 (April 30, 2025: SGD569,148) is mortgaged to secure bank borrowings (Note 13).
Right-of-use assets acquired under leasing arrangements are presented together with the owned assets of the same class. Details of such leased assets are disclosed in Note 13.
| F-22 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 5. | Financial assets at fair value through profit or loss |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Keyman life insurance policy, at fair value | ||||||||||||
| At beginning of year | 439,817 | 440,888 | 338,832 | |||||||||
| Increase in fair value through other profit or loss | 18,358 | 5,249 | 4,034 | |||||||||
| Foreign exchange adjustment | (17,287 | ) | - | - | ||||||||
| At end of year/period | 440,888 | 446,137 | 342,866 | |||||||||
On December 10, 2018 and November 20, 2023, the Group entered into life insurance policies with an insurance company to insure against the death or diagnosis of a terminal illness of a director. Under the policies, the basic sum assured is USD500,000 and USD750,000 respectively. The contracts will be terminated on the occurrence of the earliest of the death of the key management personnel insured or other terms pursuant to the contracts. The Group may request a surrender of the contracts after the free look period and receive cash back based on the cash value at the date of withdrawal.
The keyman life insurance policy is pledged to bank to secure banking facilities granted to the Group (Note 13).
This policy is recorded in the financial statements at fair value, represented by the total cash surrender value of the contract stated in the annual statement of this policy (level 3).
The currency profile of the Group’s financial assets at FVPL at the end of the reporting date are denominated in United States Dollar.
| 6. | Deferred initial public offering (“IPO”) costs |
IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering. These costs include professional fees that are directly attributable to the preparation of the Group’s proposed SEC filing such as legal fees, counsel fees, consulting fees, and related costs.
As of April 30, 2025, the accumulated deferred IPO cost was SGD1,049,720 (USD805,856).
As of October 31, 2025, the accumulated deferred IPO cost have been charged to and deducted against proceeds from new issuance shares.
| F-23 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 7. | Trade and other receivables |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Trade receivables | ||||||||||||
| - Third parties | 996,732 | 1,834,082 | 1,409,531 | |||||||||
| Less: Allowance for expected credit losses | (49,855 | ) | - | - | ||||||||
| 946,877 | 1,834,082 | 1,409,531 | ||||||||||
| Other receivables | ||||||||||||
| - Shareholders | 81,796 | 81,533 | 62,660 | |||||||||
| - Third parties | 448,261 | 404,866 | 311,148 | |||||||||
| Less: Allowance for expected credit losses | (398,607 | ) | (398,607 | ) | (306,338 | ) | ||||||
| Deposits | 211,404 | 208,041 | 159,884 | |||||||||
| Prepayments | 167,865 | 1,814,501 | 1,394,484 | |||||||||
| 510,719 | 2,110,334 | 1,621,838 | ||||||||||
| Total trade and other receivables | 1,457,596 | 3,944,416 | 3,031,369 | |||||||||
Trade receivables are unsecured, non-interest bearing and are generally settled within 35 days (April 30, 2025: 35 days) credit terms.
Other receivables from shareholders represents proceeds from issuance of share capital of the Company as disclosed in Note 1. The amount is expected to be settled upon completion of the reorganization.
The movement in allowance for expected credit losses of trade and other receivables computed based on lifetime ECL was as follows:
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Trade receivables | ||||||||||||
| At beginning of financial year | 59,582 | 49,855 | 38,315 | |||||||||
| Reversal | (9,727 | ) | (49,855 | ) | (38,315 | ) | ||||||
| At end of financial year/period | 49,855 | - | - | |||||||||
| Other receivables | ||||||||||||
| At beginning and end of financial year/period | 398,607 | 398,607 | 306,338 | |||||||||
| F-24 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 8. | Loans to third parties |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Loans to third parties | - | 1,853,221 | 1,424,240 | |||||||||
Loans to third parties are unsecured, maturity by August 13, 2026, and have an effective interest rate of 8% per annum.
| 9. | Contract assets/liabilities |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Contract assets | 4,210,736 | 3,898,992 | 2,996,459 | |||||||||
| Less: loss allowance | (18,117 | ) | - | - | ||||||||
| 4,192,619 | 3,898,992 | 2,996,459 | ||||||||||
| Contract liabilities | 153,113 | 383,406 | 294,656 | |||||||||
Contract assets
Amounts of contract assets represent the Group’s rights to considerations from customers for the provision of construction services, which arise when: (i) the Group completed the relevant services under such contracts; and (ii) the customers withhold certain amounts payable to the Group as retention money to secure the due performance of the contracts for a period of generally 12 months (defect liability period) after completion of the relevant works. Any amount previously recognized as a contract asset is reclassified to trade receivables at the point at which it becomes unconditional and is invoiced to the customer.
The Group’s contract assets are analyzed as follows:
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Retention receivables | 1,204,920 | 1,564,759 | 1,202,551 | |||||||||
| Others* | 2,987,699 | 2,334,233 | 1,793,908 | |||||||||
| 4,192,619 | 3,898,992 | 2,996,459 | ||||||||||
* It represents the revenue not yet billed to the customers which the Group has completed the relevant services under such contracts but yet certified by representatives appointed by the customers.
The Group’s contract assets include retention receivables to be settled, based on the expiry of the defect liability period of the relevant contracts or in accordance with the terms specified in the relevant contracts, at the end of the reporting period. The balances are classified as current as they are expected to be received within the Group’s normal operating cycle.
The contract assets as of April 30, 2025 decreased as several electrical contracts progressed toward completion during the six months ended October 31, 2025. As of October 31, 2025, no significant contract assets were recorded for the newly secured electrical contracts, as electrical activities remained low during the early stage of these contracts.
The movement in allowance for expected credit losses of contract assets computed based on lifetime ECL was as follows:
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Contract assets | ||||||||||||
| At beginning of financial year | 3,303 | 18,117 | 13,923 | |||||||||
| Addition/(Reversal) | 14,814 | (18,117 | ) | (13,923 | ) | |||||||
| At end of financial year/period | 18,117 | - | - | |||||||||
Contract liabilities
The contract liabilities represent the Company’s obligation to transfer services to customers for which the Company has received consideration (or an amount of consideration is due) from the customers.
The increase in contract liabilities is primarily attributable to certain electrical projects. As of October 31, 2025, the Group received advances and progress billings from customers in excess of revenue recognised during the period.
| F-25 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 9. | Contract assets/liabilities (Continued) |
Contract liabilities (Continued)
Set out below is the amount of revenue recognized from:
October 31, 2024 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Amounts included in contract liabilities at the beginning of the year | 581,767 | 153,113 | 117,671 | |||||||||
| Performance obligations satisfied in previous years | 21,165 | - | - | |||||||||
Transaction price allocated to remaining performance obligations
Management expects that the transaction price allocated to remaining unsatisfied (or partially unsatisfied) performance obligations as at April 30, 2025 and October 31, 2025 may be recognized as revenue in the next reporting periods as follows:
April 30, 2026 | April 30, 2027 | April 30, 2028 | April 30, 2029 | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| Unsatisfied and partially unsatisfied performance obligations as at: | ||||||||||||||||
| October 31, 2025 | 23,311,451 | 20,920,879 | 9,245,976 | - | ||||||||||||
| April 30, 2025 | 18,810,005 | 15,951,564 | 15,562,861 | 6,730,809 | ||||||||||||
| 10. | Cash and cash equivalents |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Cash at banks | 759,891 | 2,099,709 | 1,613,671 | |||||||||
| 11. | Share capital |
| Number of shares | Par value | Authorized share capital | ||||||||||
| USD | USD | |||||||||||
| Authorized share capital | ||||||||||||
| Ordinary shares of USD0.000025 each | 20,000,000,000 | 0.000025 | 500,000 | |||||||||
| April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||||||||||
| Number of shares | SGD | Number of shares | SGD | USD | ||||||||||||||||
| Issued and paid-up share capital | ||||||||||||||||||||
| Ordinary shares | 33,350,000 | 86,585 | 35,000,000 | 86,639 | 66,584 | |||||||||||||||
The Company has an initial authorized share capital of USD500,000 divided into 500,000,000 ordinary shares of par value US$0.001 per share. On May 27, 2025, for purposes of recapitalization in anticipation of the initial public offering, the Company amended its memorandum of association to effect a 1:40 forward share split and changed the authorized share capital to USD500,000 divided into 20,000,000,000 ordinary shares with a par value of USD0.000025 each.
As disclosed in Note 1, upon completion of the reorganization and subsequent recapitalization, and by principal of common control, as of April 30, 2024 and October 31, 2024, 33,350,000 ordinary shares are issued and outstanding.
The fully paid ordinary shares carry one vote per share and carry a right to dividends as and when declared by the Company.
On August 12, 2025, the Company completed its initial public offering. In this offering, the Company issued 1,650,000 ordinary shares at a price of USD4.00 per share. The Company received gross proceeds in the amount of US$6,600,000 before deducting the underwriting discounts and other related expenses of SGD1,779,843 (USD1,367,847).
| F-26 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 12. | Reserves |
Merger reserve
Merger reserve represents the difference between the consideration paid by the Company and the share capital of the subsidiaries acquired under common control.
As disclosed in Note 1, the Company entered into a reorganization agreement with Mr Lim to transfer all the 500,000 shares in BNL amounted to SGD500,000 and 500,000 shares in Herlin amounted to SGD500,000 to its subsidiary, Elec for a total consideration of USD1. As a result, the difference of SGD999,999 is recognized in merger reserve.
Foreign currency translation reserve
Foreign currency translation reserve represents exchange differences arising from the translation of the financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation currency.
Other reserve
Other reserve represents any difference between the change in the carrying amounts of the non-controlling interest and the fair value of the consideration paid or received is recognized within equity attributable to the equity holders of the Company.
Share premium
Share premium includes any premiums received on the issue of the Company’s Ordinary Shares. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefits.
| 13. | Borrowings |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Borrowings: | ||||||||||||
| Bank borrowings, secured | 1,827,409 | 2,091,432 | 1,607,310 | |||||||||
| Lease liabilities | 509,455 | 566,609 | 435,451 | |||||||||
| 2,336,864 | 2,658,041 | 2,042,761 | ||||||||||
| Current | 500,982 | 923,082 | 709,408 | |||||||||
| Non-current | 1,835,882 | 1,734,959 | 1,333,353 | |||||||||
| 2,336,864 | 2,658,041 | 2,042,761 | ||||||||||
Bank borrowings comprised of the following:
| Type | Principal amount | Maturities | Interest rate | Current | Non-current | Total | Total | |||||||||||||||||
| April 30, 2025 | SGD | SGD | SGD | USD | ||||||||||||||||||||
| Working capital loan | SGD1,000,000 | May 2025 | 2.25% per annum | 16,866 | - | 16,866 | 12,920 | |||||||||||||||||
| Working capital loan | SGD400,000 | October 2028 | 7.75% per annum | 76,594 | 225,977 | 302,571 | 231,785 | |||||||||||||||||
| Insurance premium loan | USD169,000 | October 2033 | 1.5% above USD COF 3 months | 18,547 | 182,392 | 200,939 | 153,930 | |||||||||||||||||
| Insurance
Premium loan | USD111,999 | December 2028 | 0.8% per annum above the bank’s prevailing USD Cost of Funds as determined by the bank | - | 146,461 | 146,461 | 112,196 | |||||||||||||||||
| Working capital loan | SGD600,000 | May 2025 | 2.25% per annum | 10,117 | - | 10,117 | 7,750 | |||||||||||||||||
| Working capital loan | SGD1,000,000 | January 2030 | 7.75% per annum | 174,618 | 791,822 | 966,440 | 740,340 | |||||||||||||||||
| Invoice financing | SGD181,568 | June 2025 | 7.00% per annum | 184,015 | - | 184,015 | 140,964 | |||||||||||||||||
| 480,757 | 1,346,652 | 1,827,409 | 1,399,885 | |||||||||||||||||||||
| F-27 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 13. | Borrowings (Continued) |
| Type | Principal amount | Maturities | Interest rate | Current | Non-current | Total | Total | |||||||||||||||||
| October 31, 2025 | SGD | SGD | SGD | USD | ||||||||||||||||||||
| Working capital loan | SGD400,000 | October 2028 | 7.75% per annum | 79,636 | 185,459 | 265,095 | 203,731 | |||||||||||||||||
| Insurance premium loan | USD169,000 | October 2033 | 1.5% above USD COF 3 months | 18,652 | 172,060 | 190,712 | 146,566 | |||||||||||||||||
| Insurance
Premium loan | USD111,999 | December 2028 | 0.8% per annum above the bank’s prevailing USD Cost of Funds as determined by the bank | - | 145,610 | 145,610 | 111,904 | |||||||||||||||||
| Working capital loan | SGD1,000,000 | January 2030 | 7.75% per annum | 181,552 | 699,536 | 881,088 | 677,135 | |||||||||||||||||
| Invoice financing | SGD431,514 | November 2025 | 7.00% per annum | 434,496 | - | 434,496 | 333,920 | |||||||||||||||||
| Invoice financing | SGD173,964 | February 2026 | 7.00% per annum | 174,431 | - | 174,431 | 134,054 | |||||||||||||||||
| 888,767 | 1,202,665 | 2,091,432 | 1,607,310 | |||||||||||||||||||||
For the year/period ended April 30, 2025 and October 31, 2025, the effective interest rate of the Group’s bank borrowings ranged from 2.25% to 7.75% and 5.27% to 7.75%, respectively.
At the end of the financial period, the Group’s bank borrowings are secured by:
(i) legal assignment of life insurance policies executed by the Group in respect of the name of the director
(Note 5); and
(ii) guarantees and indemnity for all monies by a director of the Group.
Lease liabilities
Group as a lessee
The Group has lease contracts related to leasehold property loan and vehicles financing under hire purchase arrangements with banks, arranged at floating and fixed interest rates. The interest rate implicit in the leases ranged from 2.75% to 3.68% (April 30, 2025: 3.38%) per annum.
| (a) | Carrying amounts of right-of-use assets presented within property, plant and equipment: |
| Leasehold property | Motor vehicles | Total | Total | |||||||||||||
| SGD | SGD | SGD | USD | |||||||||||||
| At May 1, 2024 | 589,002 | 27,771 | 616,773 | 474,003 | ||||||||||||
| Depreciation | (19,854 | ) | (10,237 | ) | (30,091 | ) | (23,125 | ) | ||||||||
| Disposal | - | (1,369 | ) | (1,369 | ) | (1,052 | ) | |||||||||
| At April 30, 2025 | 569,148 | 16,165 | 585,313 | 449,826 | ||||||||||||
| Addition | - | 75,000 | 75,000 | 57,639 | ||||||||||||
| Depreciation | (9,927 | ) | (7,846 | ) | (17,773 | ) | (13,659 | ) | ||||||||
| At October 31, 2025 | 559,221 | 83,319 | 642,540 | 493,806 | ||||||||||||
| F-28 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 13. | Borrowings (Continued) |
Lease liabilities (Continued)
| (b) | Lease liabilities |
The carrying amounts of lease liabilities as of April 30, 2025 and October 31, 2025 are SGD509,455 and SGD566,609 respectively. The movements during the six months ended October 31, 2024 and 2025 are disclosed in unaudited interim condensed consolidated statements of cash flows.
At the end of the financial period, the Group’s leasehold property loan is secured by mortgage over the Group’s leasehold property (Note 4).
Details of the lease liabilities are as follows:
| Type | Principal amount | Maturities | Interest rate | Current | Non-current | Total | Total | |||||||||||||||||
| SGD | SGD | SGD | USD | |||||||||||||||||||||
| April 30, 2025 | ||||||||||||||||||||||||
| Property loan | SGD612,000 | August 2044 | At the bank’s prevailing CPL Board Rate with monthly rests | 20,225 | 489,230 | 509,455 | 390,267 | |||||||||||||||||
| Type | Principal amount | Maturities | Interest rate | Current | Non-current | Total | Total | |||||||||||||||||
| SGD | SGD | SGD | USD | |||||||||||||||||||||
| October 31, 2025 | ||||||||||||||||||||||||
| Property loan | SGD612,000 | August 2044 | At the bank’s prevailing CPL Board Rate with monthly rests | 20,342 | 479,045 | 499,387 | 383,789 | |||||||||||||||||
| Vehicle financing | SGD70,538 | February 2030 | 3.68% per annum | 13,973 | 53,249 | 67,222 | 51,662 | |||||||||||||||||
| 34,315 | 532,294 | 566,609 | 435,451 | |||||||||||||||||||||
| (c) | Amounts relating to leases recognized in profit or loss |
October 31, 2024 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Expense relating to short-term leases | 85,860 | 185,060 | 142,223 | |||||||||
| Depreciation of leasehold property and motor vehicles | 16,404 | 17,773 | 13,659 | |||||||||
| Interest expense on lease liabilities | 5,637 | 8,217 | 6,315 | |||||||||
| 107,901 | 211,050 | 162,197 | ||||||||||
| (d) | Total cash outflows |
For the six months ended October 31, 2024 and 2025, the Group had total cash outflows for leases of SGD101,991 and SGD206,661 respectively.
| F-29 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Deferred tax liabilities |
Movements in deferred tax liabilities during the financial year/period were as follows:
| At May 1, 2024 | Recognized in profit or loss | At May 1, 2025/ April 30, 2025 | Recognized in profit or loss | At October 31, 2025 | At October 31, 2025 | |||||||||||||||||||
| SGD | SGD | SGD | SGD | SGD | USD | |||||||||||||||||||
| Deferred tax liabilities | ||||||||||||||||||||||||
| Excess of net book value of property, plant and equipment over tax values | 79,348 | (11,124 | ) | 68,224 | - | 68,224 | 52,432 | |||||||||||||||||
| 15. | Trade and other payables |
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Trade payables: | ||||||||||||
| - third parties | 2,466,430 | 2,016,942 | 1,550,064 | |||||||||
| Other payables: | ||||||||||||
| Amount due to a director | 528,012 | 186,733 | 143,508 | |||||||||
| GST payables, net | 81,365 | 196,703 | 151,170 | |||||||||
| Accrued expenses | 1,653,569 | 1,275,022 | 979,882 | |||||||||
| Dividend payable | 600,000 | - | - | |||||||||
| 2,862,946 | 1,658,458 | 1,275,560 | ||||||||||
| Total trade and other payables | 5,329,376 | 3,675,400 | 2,824,624 | |||||||||
Trade payables are non-interest bearing and are normally settled within 45 days (April 30, 2025: 45 days).
The amount due to a director is non-trade in nature, unsecured, non-interest bearing and repayable on demand.
Accrued expenses mainly consist of accrued professional fees and subcontractors’ costs.
| F-30 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 16. | Revenue |
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Disaggregation of revenue | ||||||||||||
| - Electrical works and installation services | 5,544,368 | 6,279,277 | 4,825,758 | |||||||||
| - Ad-hoc services | 1,735,471 | 672,713 | 516,995 | |||||||||
| 7,279,839 | 6,951,990 | 5,342,753 | ||||||||||
Timing of transfer of goods and services
| - Over time | 5,544,368 | 6,279,277 | 4,825,758 | |||||||||
| - Point in time | 1,735,471 | 672,713 | 516,995 | |||||||||
| 7,279,839 | 6,951,990 | 5,342,753 |
| 17. | Impairment loss on financial assets |
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Allowance for/(Reversal of) expected credit losses for | ||||||||||||
| - Trade receivables (Note 7) | 4,608 | (49,855 | ) | (38,315 | ) | |||||||
| - Other receivables (Note 7) | 1,200 | - | - | |||||||||
| - Contract assets (Note 9) | (721 | ) | (18,117 | ) | (13,923 | ) | ||||||
| 5,087 | (67,972 | ) | (52,238 | ) | ||||||||
| 18. | Finance costs |
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Interest expense on bank borrowings | 29,171 | 69,764 | 53,615 | |||||||||
| Interest on lease liabilities | 5,637 | 8,217 | 6,315 | |||||||||
| 34,808 | 77,981 | 59,930 | ||||||||||
| 19. | Other income |
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Government grants | 2,126 | 16,972 | 13,043 | |||||||||
| Fair
value changes on financial assets at fair value through profit or loss | 7,681 | 5,249 | 4,034 | |||||||||
| Foreign exchange gain | - | 1,925 | 1,479 | |||||||||
| Interest income | - | 31,204 | 23,980 | |||||||||
| Rental income | - | 1,000 | 769 | |||||||||
| Sundry income | 12,874 | 612 | 471 | |||||||||
| 22,681 | 56,962 | 43,776 | ||||||||||
| F-31 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 20. | Cost of sales and administrative expenses |
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Cost of sales include the following: | ||||||||||||
| Subcontractors’ charges | 3,474,070 | 3,698,800 | 2,842,607 | |||||||||
| Employee benefits expense | ||||||||||||
| - Salaries and related costs | 756,372 | 1,226,937 | 942,927 | |||||||||
| Administrative expenses include the following: | ||||||||||||
| Employee benefits expense | ||||||||||||
| - Salaries and related costs | 449,588 | 574,720 | 345,518 | |||||||||
| - Defined contribution plan | 59,374 | 46,986 | 45,630 | |||||||||
| - Staff welfare | 26,311 | 85,101 | 20,221 | |||||||||
| 535,273 | 706,807 | 411,369 | ||||||||||
| 21. | Income tax expense |
Caymans Islands
The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under current Cayman Islands law.
Singapore
BNL Engineering Private Limited and Herlin Pte. Ltd. are subject to Singapore corporate tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The standard corporate income tax rate in Singapore is 17%.
The major components of income tax expense recognized in profit or loss for the six months ended October 31, 2024 and 2025 were:
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Current income tax | ||||||||||||
| Current period’s provision | - | 45,992 | 35,345 | |||||||||
| Under provision in prior financial year | - | 235,673 | 181,120 | |||||||||
| - | 281,665 | 216,465 | ||||||||||
| Deferred income tax | ||||||||||||
| Origination and reversal of temporary differences | 1,404 | - | - | |||||||||
| 1,404 | 281,665 | 216,465 | ||||||||||
Relationship between tax expense and accounting profits
A reconciliation between tax expense and the product of accounting profits multiplied by Singapore corporate income tax rate for the six months ended October 31, 2024 and 2025 were as follows:
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Profit (Loss) before income tax | 198,152 | (1,228,068 | ) | (943,797 | ) | |||||||
| Tax calculated at tax rate of 17% (October 31, 2024: 17%) | 33,686 | (208,772 | ) | (160,446 | ) | |||||||
| Effects of: | ||||||||||||
| Income not subject to tax | (2,603 | ) | (2,668 | ) | (2,050 | ) | ||||||
| Expenses not deductible for tax purposes | 8,877 | 171,453 | 131,765 | |||||||||
| Tax concessions and deductions | - | (17,425 | ) | (13,392 | ) | |||||||
| Deferred tax not recognized | (38,556 | ) | 103,404 | 79,468 | ||||||||
| Under provision in prior financial year | - | 235,673 | 181,120 | |||||||||
| 1,404 | 281,665 | 216,465 | ||||||||||
| F-32 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 21. | Income tax expense (Continued) |
Unrecognized deferred tax assets
The movement in unrecognized deferred tax assets is shown below:
Capital allowances | Tax losses | Donations | Total | |||||||||||||
| SGD | SGD | SGD | SGD | |||||||||||||
| At May 1, 2024 | 138,214 | 1,955,561 | 37,488 | 2,131,263 | ||||||||||||
| Addition | 22,367 | (397,889 | ) | 5,500 | (370,022 | ) | ||||||||||
| At April 30, 2025 | 160,581 | 1,557,672 | 42,988 | 1,761,241 | ||||||||||||
| Addition | - | 597,806 | 10,450 | 608,256 | ||||||||||||
| At October 31, 2025 | 160,581 | 2,155,478 | 53,438 | 2,369,497 | ||||||||||||
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Deferred tax assets not recognized | 299,411 | 402,815 | 309,572 | |||||||||
Deferred tax assets have not been recognized in respect of the capital allowances, unutilized tax losses and donations because it is not probable that future taxable profit will be available against which the Group can utilized the benefits due to unpredictability of future profit streams. There is no expiry date for the capital allowance and unutilized tax losses.
During the financial year/period ended April 30, 2025 and October 31, 2025, the subsidiaries are eligible to utilize the tax losses as the subsidiaries satisfied the shareholding test under the Singapore Income Tax Act 1947.
After the financial period ended October 31, 2025, as there is substantial changes in the shareholders of the subsidiaries as a result of reorganization, the subsidiaries are subject to approval of waiver of substantial change in the shareholding test under the Singapore Income Tax Act 1947 to continue utilizing the capital allowances, tax losses, and donations in future years.
| 22. | Significant related party transactions and balances |
In addition to the related party information disclosed elsewhere in the financial statements, the following were significant related party transactions at rates and terms agreed between the Group and the related parties during the period:
Transaction with related parties
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Director | ||||||||||||
| Advance from/(Payment on behalf) | 53,403 | (211,274 | ) | (162,369 | ) | |||||||
| Repayment to | 56,191 | 552,553 | 424,649 | |||||||||
| Subsidiary (between BNL and Herlin) | ||||||||||||
| Revenue
from electrical works and installation services | 101,168 | 429,258 | 329,894 | |||||||||
| Subcontractors’ costs | (101,168 | ) | (250,769 | ) | (192,721 | ) | ||||||
| Rental charged | 6,000 | 6,000 | 4,611 | |||||||||
| F-33 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 22. | Significant related party transactions and balances (Continued) |
Balances with related parties
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Non-trade receivables | ||||||||||||
| Shareholders(1) | 81,796 | 81,533 | 62,660 | |||||||||
| Non-trade payables | ||||||||||||
| Director(2) | 528,012 | 186,733 | 143,508 | |||||||||
| Dividends payable(2) | 600,000 | - | - | |||||||||
(1) Other receivable from shareholders is non-trade in nature, unsecured, non-interest bearing and repayable on demand.
(2) The amount due to a director is non-trade in nature, unsecured, non-interest bearing and repayable on demand.
Compensation of key management personnel
Key management personnel are those persons having the authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly, including any directors (whether executive or otherwise) of the Group.
| Six months ended October 31, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Salaries and related costs | 27,000 | 242,051 | 188,033 | |||||||||
| Defined contribution plan | 4,590 | 21,658 | 16,825 | |||||||||
| 31,590 | 263,709 | 204,858 | ||||||||||
| 23. | Segment reporting |
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the CEO (“Chief Executive Officer”) for the purpose of resource allocation and performance assessment. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
The Group operates in a single business segment which is the provision of electrical installation and licensing services for greenfield, brownfield and ad hoc electrical installation projects. No operating segments have been aggregated to form the following reportable operating segment.
The Group’s non-current assets are based in Singapore.
The Group’s revenue is derived from Singapore.
Information about major customers
The following table sets forth a summary of single customers who represent 10% or more of the Group’s revenue:
April 30, 2025 | October 31, 2025 | October 31, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Customer A | 2,302,648 | 1,705,923 | 1,311,038 | |||||||||
| Customer B | 4,697,422 | 1,365,310 | 1,049,270 | |||||||||
| Customer C | - | 1,248,972 | 959,862 | |||||||||
| Customer D | - | 768,013 | 590,234 | |||||||||
| Customer E | 2,676,037 | - | - | |||||||||
| 9,676,107 | 5,088,218 | 3,910,404 | ||||||||||
| F-34 |
MAGNITUDE INTERNATIONAL LTD AND ITS SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 24. | Capital management |
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and net current asset position in order to support its business and maximize shareholder value. The capital structure of the Group comprises issued share capital, reserves and retained earnings.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject to any externally imposed capital requirements. No changes were made to the objectives, policies or processes during the year/period ended April 30, 2025 and October 31, 2025.
| 25. | Commitments and contingencies |
In the ordinary course of business, the Group may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such a claim, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.
In the opinion of management, there were no pending or threatened claim and litigation as of April 30, 2025 and October 31, 2025, and through the issuance date of these unaudited interim condensed consolidated financial statements.
| 26. | Dividend paid |
During the six months ended October 31, 2024, subsidiary Herlin Pte. Ltd. declared an interim exempt (one-tier) dividend of SGD0.40 and SGD0.60 per share amounting to a total of SGD200,000 and SGD300,000 respectively for the financial year ending April 30, 2025.
During the six months ended October 31, 2025, no dividend declared.
| 27. | Events after reporting period |
The Group evaluated all events and transactions that from October 31, 2025 up through April 30, 2026 which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements except below:
On December 4, 2025, the Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading in the securities of the Company at 4:00 AM ET on December 5, 2025, and terminating at 11:59 PM ET on December 18, 2025, which order is available at https://www.sec.gov/enforcement-litigation/trading-suspensions. The Company has no knowledge of and is not connected to any alleged price manipulation activity as described in the order. The Company will fully cooperate with both the SEC and Nasdaq to resolve this matter accordingly.
| F-35 |