TRANSOCEAN HOLDINGS BHD

(36747 U)

AND ITS SUBSIDIARIES

QUARTERLY REPORT

EXPLANATORY NOTES

TO THE ACCOUNTS FOR QUARTER ENDED AUGUST 31, 2001

Accounting Policies

The accounts of the Group are prepared using the same accounting policies and method of computation

followed in the quarterly financial statements as compared with the most recent annual audited accounts.

Exceptional Item

There was no exceptional item for the current quarter and financial year-to-date.

Extraordinary Item

There was no extraordinary item for the current quarter and financial year-to-date.

Taxation

Taxation comprises :-

INDIVIDUAL QUARTER

CUMULATIVE QUARTER

CURRENT

PRECEDING YEAR

CURRENT

PRECEDING YEAR

RM'000

Current taxation

120

237

120

237

Under/(Over) provision of prior year taxation

Deferred taxation

120

237

120

237

Although the Group recorded a loss position, taxation is mainly provided for certain profitable subsidiary companies.

Profit/loss on Sale of Unquoted Investments and/or Properties

There was no sale of investments and/or properties by the Group for the current quarter and financial year-to-date.

Quoted Securities

There was no purchase or disposal of quoted securities by the Group for the current quarter and financial

year-to-date.

Changes in the Composition of the Group

There were no changes in the composition of the Group for the current quarter and financial year-to-date.

Status of Corporate Proposal

On October 10, 2001, the Company has proposed to implement the following :-

a bonus issue of 8,999,550 Bonus Shares on the basis of nine Bonus Share for every twenty shares

held on a date to be determined by the Board of Directors of the Company;

to increase in the issued and paid-up capital of the Company pursuant to the proposed Bonus Issue

and to increase its Authorised Share Capital from RM25.00 million comprising 25.00 million shares to

RM50.00 million comprising 50.00 million shares; and

to amend the existing Articles of Association of the Company in order to comply with the Listing

Requirements of Kuala Lumpur Stock Exchange.

The above proposals are subject to approvals being obtained from the KLSE for the listing of and the quotation

for the Bonus Shares on the KLSE, the shareholders of the Company and any other relevant authorities.

Issuances and Repayment of Debt and Equity Securities

The Group has not issued nor repaid any debt and equity securities for the current financial year-to-date.

Group Borrowings and Debt Securities

Total group borrowings as at August 31, 2001 are as follows :-

SECURED

UNSECURED

TOTAL

RM'000

LONG TERMS BORROWINGS

Term Loan

8,032

421

8,453

Bank Borrowings

8,032

421

8,453

SHORT TERMS BORROWINGS

Term Loan

2,029

129

2,158

Bank Borrowings

5,436

5,253

10,689

7,465

5,382

12,847

TOTAL

15,497

5,803

21,300

As at August 31, 2001, the Group does not have any exposure in borrowings and debt securities denominated

in foreign currency.

CONTINGENT LIABILITIES

Contingent liabilities of the Company as at October 22, 2001 (other than material litigation disclosed in Note 13)

since the last annual balance sheet date comprise corporate guarantee of RM11.22 million and RM1.29 million

respectively for securing bank borrowings to subsidiaries and hire purchase/leasing facilities utilised by the

subsidiaries.

OFF BALANCE SHEET FINANCIAL INSTRUMENTS

The Group does not have any financial instruments with off balance sheet risk as at October 22, 2001.

MATERIAL LITIGATION

The Group is not engaged in any material litigation as at October 22, 2001.

SEGMENTAL REPORTING

Segmental analysis is not prepared as the Group activities are primarily that of a custom broker and the

provision of trucking and transport services in Malaysia.

MATERIAL CHANGE IN PROFIT BEFORE TAXATION COMPARED TO THE IMMEDIATE PRECEDING

QUARTER

The Group recorded a loss before taxation of RM0.439 million as compared with a profit of RM0.109 million in the

preceding quarter. This was mainly due to the drop in overall import/export business and consequently transportation

activities in the country.

REVIEW OF PERFORMANCE

During the period under review, the Group recorded a total revenue of RM10.779 million (2001 RM15.486 million)

and loss after taxation of RM0.559 million as compared with financial year 2001 which recorded a profit after taxation

of RM0.643 million. Net loss attributable to members amounted to RM0.598 million as compared with the preceding

year, a net profit of RM0.567 million.

The loss recorded in this quarter were mainly due to the overall contraction of the world economy which affected the

Company's business activities.

MATERIAL SUBSEQUENT EVENTS

No event of a material and unusual nature has arisen that have not been reflected in the financial statement in

the interval between the end of the current quarter and as at October 22, 2001.

SEASONAL OR CYCLICAL FACTORS

The business operations of the Group are not materially affected by any seasonal or cyclical factors.

CURRENT YEAR PROSPECT

The sluggishness in the world economy affected the electrical and electronics sector in Malaysia. Malaysia's

trading partners, most particularly US, Japan and Singapore are experiencing economic slowdown. The

unexpected terrorism activities against the US and the war in Afghanistan are expected to further affect the

whole world economy adversely.

With these uncertanties, we do not expect impressive results for the remaining months in the financial

year but we are striving to maintain our present market share and margin.

VARIANCE OF ACTUAL PROFIT FROM FORECAST PROFIT/SHORTFALL IN PROFIT GUARANTEE

The Group is not involved in any profit guarantee arrangement or providing any forecast profit.

DIVIDEND

The Directors do not recommend the payment of any dividend in respect of the current financial period.

By Order of the Board

Dated 24th October 2001