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[Disclosure] Decision on Organizing of General Shareholders Meeting (Unofficial Translation)

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Disclosure Details:

1 – Type of Shareholders’ Meeting Ordinary General Shareholders Meeting
2 – Date and Time of Meeting 2024-12-26 10:00
3 – Venue Sokha Hotel, Romchong Meeting Room, Street Keo Chenda, Phum 1, Sangkat Chroy Changvar, Khan Chroy Changvar, Phnom Penh, Cambodia.
4 – Agenda 1: Approval on the remuneration of the Board of Directors.
2: Approval on decision not to declare and distribute dividend for the financial year ended 30 June 2024 and transitional period from 1 July 2024 ended 30 September 2024.
3: Approval on authority to declare and distribute dividend for the financial year ending 30 September 2025.
4: Authority to Issue shares pursuant to the Company’s Articles of Incorporation.
5 – Record Date 2024-12-05
6 – Date of Resolution 2024-11-28
7 – Other N/A

[Disclosure] Transitional Period of the Financial Period Ended 30 September 2024 report of PESTECH. (Unofficial Translation)

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Disclosure Details:

For the Transitional Period of the Financial Period Ended 30 September 2024, the total revenue of PEPC was recorded at KHR9,059 million, representing an increase of KHR450 million or 5.2% as compared to the First Quarter of the financial year ended 30 June 2024 that was recorded at KHR8,609 million.

As at 30 September 2024, the total asset is KHR917,555 million representing a decrease of KHR13,586 million or 1.5% as compared to KHR931,141 million in the financial year ended 30 June 2024 and total equity is (KHR1,291 million) representing a decrease of KHR13,694 million or 110.4% as compared to KHR12,403 million in the financial year ended 30 June 2024.

The significant indicators in the fourth quarter of FY 2024 are as follows:
1. Current Ratio: 0.93 time
2. Quick Ratio: 0.87 time
3. Return on Assets: (1.16)%
4. Return on Equity: (827.19)%
5. Gross Profit Margin: 30.22%
6. Loss Margin: (117.88)%
7. Loss per Share: KHR (142.49)

[Disclosure] Increase in Revenue (Unofficial Translation)

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Disclosure Details:

Period Quarter
1 – Details of Changes Current Quarter Previous Quarter Change Amount Change Rate (%)
– Sales Amount KHR9,059 million KHR8,609 million KHR450 million 5.2%
– Operating Profit (KHR919 million) (KHR1,612 million) KHR693 million 43%
– Net Profit/Loss (KHR10,679 million) (KHR12,206 million) KHR1,527 million 12.5%
2 – Shareholder Equity ≥30 Billion KHR
3 – Description Increase in Revenue
Decrease in Operating Loss
Decrease in Net Loss
4 – Reason The revenue for transitional period ended 30 September 2024 was recorded at KHR9,059 million, representing an increase of KHR450 million or 5.23% as compared to preceding year corresponding quarter that was recorded at KHR8,609 million.

The operating loss for the current quarter under review was KHR919 million as compared KHR1,612 million in the preceding year corresponding quarter, representing an increase of KHR693 million or 43%.

The loss after tax for the transitional period was KHR10,679 million as compared to loss after tax of KHR12,206 million in the preceding year corresponding quarter, representing a reduction in loss of KHR1,527 million or 12.5%.

[Disclosure] Annual Report 2024 of PESTECH (Cambodia) PLC. (Unofficial Translation)

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Disclosure Details:

For the financial year ended 30 June 2024, PESTECH (Cambodia) PLC (“PEPC”) has total revenue of KHR 42,501 million representing a decrease of KHR 37,016 million or 46.6% as compared to KHR 79,517 million in the financial year ended 30 June 2023.
At the end of 30 June 2024, PEPC has total assets of KHR931,141 million representing a decrease of KHR268,345 million or 22.4% as compared to KHR1,199,486 million in the financial year ended 30 June 2023 and total equity is KHR12,810 million representing a decrease of KHR78,598 million or 86% as compared to KHR91,408 million in the financial year ended 30 June 2023.

The significant indicators for the financial year ended 30 June 2024 are as follows:

1. Current Ratio: 1.23 time
2. Quick Ratio: 1.19 time
3. Return on Assets: (8.28)%
4. Return on Equity: (602.08)%
5. Gross Profit Margin: 378.61%
6. Profit Margin: (181.47)%
7. Earnings per Share: KHR (1,029.11)

[Disclosure] Decrease in Revenue (Unofficial Translation)

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Disclosure Details:

Period Fiscal Year
1 – Details of Changes Current Fiscal Year Previous Fiscal Year Change Amount Change Rate (%)
– Sales Amount KHR42,501 million KHR79,517 million (KHR37,016 million) (46.6%)
– Operating Profit (KHR35,274 million) KHR11,963 million (KHR47,237 million) (394.9%)
– Net Profit/Loss (KHR77,127 million) (KHR23,246 million) (KHR53,881 million) (231.8%)
2 – Shareholder Equity ≥30 Billion KHR
3 – Description Decrease in Revenue
Decrease in Operating Loss
Decrease in Net Profit
4 – Reason The revenue for the financial year ended 30 June 2024 recorded at KHR42,501 million representing a decrease of KHR37,016 million or 46.6% as compared to financial year 2023 recorded at KHR79,517 million. The changes in revenue reflected the execution progress of various projects in Cambodia. Lower revenue in this financial year is mainly due to annulment of project contract in this financial year.

The operating loss for the financial year ended 30 June 2024 recorded at KHR35,274 million representing a decrease of KHR47,237 million or 394.9% as compared to the operating profit of KHR11,963 million in the financial year ended 30 June 2023.

The loss after tax for the financial year ended 30 June 2024 recorded at KHR77,127 million, representing an increase in loss of KHR53,881 million or 231.8% as compared to the loss after tax for the financial year 2023 at KHR23,246 million. The Group’s net losses during the year was primarily attributed to the one-off impairment of contract assets and other adjustments arising from an annulled project of the Company, the net effect of which amounted to KHR67,716 million. Had there been no such impairment, the Group’s net losses would be about KHR9,411 million.

[Disclosure] Change of Member of Audit Committee (Unofficial Translation)

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Disclosure Details:

Member of Audit Committee to Be Changed Name N/A
Date of Decision 2024-09-19
Date of Change 2024-09-19
Ending Date of Term Of Office Replacing Member of Audit Committee Replacing Member of Audit Committee
Name MS. LYNDA PAN SENG WEE
Date of Replacement 2024-09-19
Date/ Duration of Term 2025-12-07
3 – Description The Board of Directors has approved the new composition of the Audit Committee, effective 19 September 2024.
4 – Reason Upon the aforesaid appointments, the composition of the Board Committees is in compliance with the Prakas on Corporate Governance.

[Disclosure] Change of Article of Incorporation (Unofficial Translation)

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Disclosure Details:

1 – Date of Resolution 2024-09-09
2 – Description PESTECH (CAMBODIA) PLC. (“PEPC”) is pleased to announce to the investors and the public that PEPC had on 9 September 2024 received the approval on the amendments to the Articles of Incorporation (“AOI”) of the Company from the Ministry of Commerce.
3 – Reason The duly approved amendments to the AOI reflect the change of director.

[Disclosure] Change of Board of Director (Unofficial Translation)

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Disclosure Details:

1 – Before Change Name N/A
Position N/A
2 – After Change Name Ms. Tann Sochan
Position Executive Director
3 – Date of Resolution 2024-09-04
4 – Date of Change 2024-09-04
5 – Description During the Extraordinary General Meeting of Pestech (Cambodia) Plc., the shareholders had voted and resolved on the approval of Ms. Tann Sochan as Director pursuant to Article 17.1 of the Company’s Articles of Incorporation.
6 – Reason of Change Upon the aforesaid new appointment and election of Director, the current composition of the Board of Directors now consists of five (5) directors and hence, complied with the Company’s Articles of Incorporation.

[Disclosure] Press Release on the Minutes of the General Shareholders’ Meeting (Unofficial Translation)

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Disclosure Details:

1 – Date of Meeting 2024-09-04 10:00
2 – Agenda 9:30 a.m. Registration of Shareholders

10:10 a.m. Outline the meeting agenda and presentation on the voting process

10:20 a.m. Opening Speech by Chairman of the Meeting, Mr. Dav Ansan

10:30 a.m. Approval of the following resolution:

1. Approval of Appointment of Ms. Tann Sochan as Director of the Company.
2. Approval on the Amendments to the Company’s Articles of Incorporation by Updating the Details of the New Director

10:40 a.m. Collect Ballot Paper and Announcement of Voting Results

10:50 a.m. End of Meeting

3 – Results in Points The meeting reviewed, discussed and approved the following resolution:
1. Approval of Appointment of Ms. Tann Sochan as Director of the Company.
2. Approval on the Amendments to the Company’s Articles of Incorporation by Updating the Details of the New Director
4 – Other Mr. Dav Ansan, the Chairman of the Meeting called the Meeting to order at 10:10 a.m and welcomed all directors who presented online, shareholders, proxy and invitees who were present to the Meeting. He then introduced the Corporate Secretary.

Ms. Pin Sokun Tevy, the Corporate Secretary informed the Chairman that the requisite quorum being present was in accordance with the Article 37 of the Company’s Articles of Incorporation, the Chairman declared that the Meeting duly convened. The Corporate Secretary then briefed the Meeting house rules to all attendees and went through the polling procedures to the Shareholders and Proxy.

The Chairman presented the following resolutions to be voted by way of poll:

1. Approval of Appointment of Ms. Tann Sochan as Director of the Company.
2. Approval on the Amendments to the Company’s Articles of Incorporation by Updating the Details of the New Director

The Chairman announced that the poll was opened and the Shareholders and Proxy were required to cast their votes on the ballot paper that was distributed during the registration.

All attendees were invited to wait for the poll results.

In conclusion, the two resolutions were approved by the Shareholders. The Meeting was adjourned at 10:50 a.m.

[Disclosure] Change of Article of Incorporation (Unofficial Translation)

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Disclosure Details:

1 – Date of Resolution 2024-08-21
2 – Description PESTECH (CAMBODIA) PLC. (“PEPC”) is pleased to announce to the investors and the public that PEPC had on 21 August 2024 received the approval on the amendments to the Articles of Incorporation (“AOI”) of the Company from the Ministry of Commerce.
3 – Reason The duly approved amendments to the AOI reflect the change of the registered office address and change of director.