TRANSOCEAN HOLDINGS BHD

(36747 U)

AND ITS SUBSIDIARIES

QUARTERLY REPORT

EXPLANATORY NOTES

TO THE ACCOUNTS FOR QUARTER ENDED NOVEMBER 30, 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

(165)

(154)

(285)

(391)

Over/(Under) provision of prior year taxation

(5)

Deferred taxation

(170)

(154)

(290)

(391)

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 shareholders had on November 29, 2001 approved the above proposals and the new Bonus Shares were

listed on the KLSE on January 15, 2002.

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 November 30, 2001 are as follows :-

SECURED

UNSECURED

TOTAL

RM'000

LONG TERMS BORROWINGS

Term Loan

8,471

2,973

11,444

Bank Borrowings

8,471

2,973

11,444

SHORT TERMS BORROWINGS

Term Loan

2,358

862

3,220

Bank Borrowings

5,043

5,133

10,176

7,401

5,995

13,396

TOTAL

15,872

8,968

24,840

As at November 30, 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 January 21, 2002 (other than material litigation disclosed in Note 13)

since the last annual balance sheet date comprise corporate guarantee of RM14.343 million and RM3.692 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 January 21, 2002.

Material Litigation

The Group is not engaged in any material litigation as at January 21, 2002.

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 RM0.542 million as compared with a loss of RM0.439 million in the

preceding quarter. The increase in losses were mainly due to higher depreciation and interest incurred for the

expansion program of the Group Haulage equipment. However, operating profit before interest and depreciation

increased by 3% as a consequence of aggressive marketing strategies in place.

Review Of Performance

During the quarter under review, the Group recorded a total revenue of RM11.323 million (FY 2001 RM13.940 million)

and loss after taxation of RM0.712 million as compared with financial year 2001 which recorded a profit after taxation

of RM0.996 million. Net loss attributable to members amounted to RM0.785 million as compared with the preceding

year, a net profit of RM0.952 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 January 21, 2002.

Seasonal or Cyclical Factors

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

Current Year Prospect

The slow recovery in the world economy after the September 11 incident affected the import/export business

of Malaysia. This directly affected the business operations of Transocean Group of companies which rely on

strong international businesses which generate logistics needs.

With these uncertainties, we do not expect impressive results for the remaining months in the financial year.

We are strategising to maintain our present market share through aggressive marketing and revamp of our

operation procedures to increase efficiency 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 January 23, 2002