EX-99.3 4 ex99-3.htm EX-99.3

 

Exhibit 99.3

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Overview

 

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on August 2, 2022. It is a holding company with no business operation.

 

The Company conducts its primary operations, which are provision of wet trades works, through its indirectly wholly owned subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited, which are incorporated and domiciled in Hong Kong SAR. They are wholly owned subsidiary of MS (HK) Construction Engineering Limited which was incorporated and is domiciled in British Virgin Islands.

 

Summary of Results of Operations

 

Financial Results For The Six Months Ended September 30, 2025

 

Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income

 

  

For the six months ended

September 30,

   Changes 
   2025   2024   Amount   % 
   (Unaudited)   (Unaudited)         
   US$   US$   US$     
Revenue   8,431,393    17,408,116    (8,976,723)   (51.6)%
Cost of revenue   (11,201,353)   (15,009,261)   3,807,908    (25.4)%
Gross (loss) profit   (2,769,960)   2,398,855    (5,168,815)   (215.5)%
                     
Operating expenses                    
General and administrative expenses   (975,020)   (995,737)   20,717    (2.1)%
Total operating expenses   (975,020)   (995,737)   20,717    (2.1)%
                     
(Loss) Income from operations   (3,744,980)   1,403,118    (5,148,098)   (366.9)%
Other income (expense)                    
Interest expense, net   (175,854)   (221,609)   45,755    (20.6)%
Other income   14,743    398    14,345    3,604.3%
Total other (expense) income, net   (161,111)   (221,211)   60,100    (27.2)%
                     
(Loss) Income before tax expense   (3,906,091)   1,181,907    (5,087,998)   (430.5)%
Income tax benefit (expense)   301,553    (197,358)   498,911    (252.8)%
Net (loss) income and total comprehensive (expense) income   (3,604,538)   984,549    (4,589,087)   (466.1)%

 

 

 

 

Revenue

 

Revenue decreased by 51.6% from US$17,408,116 for the six months ended September 30, 2024 to US$8,431,393 for the six months ended September 30, 2025. The decrease was primarily due to most of the contract works were completed for the year ended March 31, 2025.

 

Cost of revenue

 

Cost of revenue decreased by 25.4% from US$15,009,261 for the six months ended September 30, 2024 to US$11,201,353 for the six months ended September 30, 2025. The decrease was generally in line with the decrease in revenue.

 

Gross profit and gross profit margin

 

The gross loss was US$2,769,960 for the six months ended September 30, 2025, as compared to the gross profit of US$2,398,855 for the six ended September, 2024, a decrease of US$5,168,815, or 215.5%.

 

The decrease in gross profit was mainly attributable to (a) additional work has been necessitated with variation orders for certain projects, but the amounts of these variation orders are still under negotiation with the relevant customer; and (b) unexpected delays in site instructions have led to cost overruns during the six months ended September 30, 2025 and additional work being required to meet project specifications.

 

General and administrative expenses

 

General and administrative expenses decreased by 2.1% from US$995,737 for the six months ended September 30, 2024 to US$975,020 for the six months ended September 30, 2025. The decrease was mainly due to decrease in staff costs.

 

Other income (expense)

 

Other income (expense) decreased by 27.2% from US$221,211 for the six months ended September 30, 2024 to US$161,111 for the six months ended September 30, 2025. The decrease was mainly due to decrease in interests of bank and other borrowings.

 

Income tax benefit (expense)

 

Income tax expense decreased by 252.8% from US$197,358 for the six months ended September 30, 2024 to income tax benefit of US$301,553 for the six months ended September 30, 2025. The decrease was mainly due to decrease in income before tax expense.

 

Net (loss) income and total comprehensive (expense) income

 

Net income and total comprehensive income decreased by 466.1% from US$984,549 for the six months ended September 30, 2024 to net loss and total comprehensive expense of US$3,604,538 for the six months ended September 30, 2025. The decrease was mainly due to the gross loss suffered.

 

 

 

 

Unaudited Interim Condensed Consolidated Balance Sheets

 

   September 30,   March 31, 
   2025   2024 
   US$   US$ 
         
Assets          
Current assets          
Cash and cash equivalents   590,918    249,923 
Accounts receivable, net   1,878,096    4,222,982 
Contract assets   1,546,303    5,304,061 
Deposits, prepayments and other current assets    22,341      483,864  
Total current assets    4,037,658      10,260,830  
           
Non-current assets          
Property and equipment, net   1,092,861    1,132,422 
Right-of-use assets – finance lease   113,919    147,967 
Life insurance policy, cash surrender value   167,224    167,224 
Contract assets   2,288,277    1,636,414 
Deferred tax assets   78,347    79,426 
Total non-current assets   3,740,628    3,163,453 
           
Total assets   7,778,286    13,424,283 
           
Current liabilities          
Accounts payable   2,654,302    3,964,976 
Bank and other borrowings   2,554,654    4,761,434 
Finance lease liabilities   63,460    66,150 
Accrued expenses and other current liabilities   11,282    412,470 
Income tax payable   321,445    321,445 
Total current liabilities   5,605,143    9,526,475 
           
Non-current liabilities          
Bank and other borrowings   4,777,412    2,865,484 
Finance lease liabilities   16,288    48,345 
Total non-current liabilities   4,793,700    2,913,829 
           
Total liabilities   10,398,843    12,440,304 
           
Shareholders’ equity          
Ordinary shares, 100,000,000 shares authorized; USD0.0005 par value, 12,975,000 and 12,975,000 shares issued and outstanding, as of September 30, 2025 and March 31, 2025, respectively   6,488    6,488 
Additional paid in capital   6,819,954     6,819,954  
Retained earnings   (9,447,001)   (5,842,463)
Total shareholders’ equity   (2,620,559)   983,979 
           
Total liabilities and shareholders’ equity   7,778,284    13,424,283 

 

Cash and cash equivalents

 

Cash and cash equivalents increased from US$249,923 as of March 31, 2025 to US$590,918 as of September 30, 2025. The increase was mainly resulted from our business operations as well as the repayments and proceeds from bank and other borrowings.

 

 

 

 

Accounts receivable, net

 

Accounts receivable, net decreased from USS$4,222,982 as of March 31, 2025 to US$1,878,096 as of September 30, 2025. The decrease was mainly due to the different credit periods granted by us to different customers and the fluctuation of the amounts we received from different customers as of the respective reporting dates.

 

Contract assets

 

Contract assets changed from US$6,940,475 as of March 31, 2025 to US$3,834,580 as of September 30, 2025, the decrease was generally in line with the decrease in revenue.

 

Right-of-use (“ROU”) assets – finance lease

 

ROU assets decreased from US$147,967 as of March 31, 2025 to US$113,919 as of September 30, 2025. The decrease was mainly attributable to the amortization of the assets recognized during the six months ended September 30, 2025.

 

Accounts payable

 

Accounts payable mainly comprised of trade payables to subcontractors and suppliers of materials. Account payable decreased from US$3,964,976 as of March 31, 2025 to US$2,654,302 as of September 30, 2025, primarily due to the different credit periods granted by the suppliers to us and the fluctuation of the amounts we paid to different suppliers as of the respective reporting dates.

 

Bank and other borrowings

 

Outstanding bank and other borrowings balance increased from US$7,626,918 as of March 31, 2025 to US$7,332,066 as of September 30, 2025. Such increase was mainly due to the business funding needs in respect of the expansion of our business scale.

 

Finance lease liabilities

 

Finance lease liabilities decreased from US$114,495 as of March 31, 2025 to US$79,748 as of September 30, 2025. The decrease was mainly due to the repayment of finance lease liabilities during the six months ended September 30, 2025.

 

Unaudited Interim Condensed Consolidated Statements of Cash Flows

 

  

For the six months ended

September 30,

 
   2025   2024 
   US$   US$ 
   (unaudited)   (unaudited) 
         
Cash provided by operating activities   670,596    551,893 
           
Cash used in investing activities   -    - 
           
Cash used in financing activities   (329,601)   (374,867)
           
Net change in cash and cash equivalents   340,995    177,026 
           
Cash and cash equivalents as of beginning of the period   249,923    1,080,514 
           
Cash and cash equivalents as of the end of the period   590,918    1,257,540 

 

Cash Flows

 

Net cash provided by operating activities was US$670,596 for the six months ended September 30, 2025, compared to US$551,893 for the six months ended September 30, 2024. The increase was mainly due to the changes in accounts receivable and contract assets.

 

Net cash provided by financing activities was US$329,601 for the six months ended September 30, 2025, compared to US$374,867 for the six months ended September 30, 2024. The decrease was primarily due to the decrease in advances to related parties.