FBS Global Ltd 6-K, filed Oct 17, 2025
FBS Global Ltd (FBGL)
About this 6-K
FBS Global Ltd filed this 6-K on October 17, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2025
Commission
file number:
(Exact name of registrant as specified in its charter)
Tel:
(Address of principal executive offices)
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 ☐
EXHIBIT INDEX
Exhibit No. |
Description | |
| 99.1 | FBS Global Limited Unaudited Financial Results For the Six Months Ended June 30, 2025 |
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.
| FBS Global Limited | ||
| Date: October 17, 2025 | By: | /s/ Ang Poh Guan |
| Ang Poh Guan | ||
| Executive Director and Chief Executive Officer | ||
Exhibit 99.1
Announces Unaudited Financial Results For the Six Months Ended June 30, 2025
PRELIMINARY NOTE
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes that appear in Form-20 filed to the SEC on May 15, 2025. In addition to historical consolidated financial information, the following discussion contains forward-looking statements the reflect our plans, estimates, and beliefs. Our actual results could differ materiality from those discussed in the forward-looking statements. Factors that could cause or contribute to these difference include those discussed below and elsewhere in this report. All amounts included herein with respect to the six months ended June 30, 2025 and 2024 (“Interim Financial Statements”) are derived from our unaudited condensed consolidated financial statements for the six months ended June 30, 2025 and 2024 included elsewhere in this report. These Interim Financial Statements have been prepared in accordance with U.S Generally Accepted Accounting Principles, or U.S. GAAP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FBS GLOBAL LIMITED
TABLE OF CONTENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
Overview
We are a Singapore based green building contractor and an established interior fit-out specialist with a track record of over 20 years in institutional, residential, commercial and industrial building projects. As a green contractor focused on environmentally sound practices, we aim to bid tenders for green building projects, use green construction methods and green materials for our construction projects, including design, supply and installation of ceilings, partitions, timber deck, carpet, lead lining, acoustic wall paneling, built-in furniture as well as mechanical and electrical services of a building. Green construction methods and materials will lead to the reduction in energy, water and material resource usage in construction projects. and hence reduce the potential environmental impact. We also seek to use green materials that are made of recycled or recyclable materials and/or sustainably sourced materials.
We also try to recommend and introduce green features to the buildings we construct. Green buildings are generally more energy efficient than conventional buildings. Some of the key features that might be commonly found in green buildings are:
| ● | Improved glass insulation to reduce solar heating through windows; | |
| ● | Increased natural light, energy efficient lighting devices, and equipment-controlled lighting; | |
| ● | Energy efficient cooling plants and ventilation systems for air conditioning; | |
| ● | Building management systems to monitor and control equipment and optimize energy use; and | |
| ● | The use of photovoltaic cells for solar projects. |
We are engaged in interior fitting-out works for mixed developments, private residential developments, hospitals and commercial developments. Notable projects in the last five years include Marina One, a mixed development at Marina Bay, Sengkang General Hospital, Outram Community Hospital and South Beach Development, a mixed development at downtown Singapore. Our main construction projects during the last five years include two industrial buildings, two private residential properties and an additional and alterations, or A&A, project to a hotel.
| 1 |
Results of Operations
Comparison of Six Months Ended June 30, 2024 and 2025
Our unaudited consolidated results of operations for the six months ended June 30, 2024 and 2025, respectively, are summarized below:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2025 | 2025 | Variances | |||||||||||||
| S$ | S$ | US$ | % | |||||||||||||
| Revenue | 8,333,053 | 7,844,606 | 5,961,901 | (5.9 | ) | |||||||||||
| Cost of revenue | 7,155,034 | 6,494,335 | 4,935,695 | (9.2 | ) | |||||||||||
| Gross Profit | 1,178,019 | 1,350,271 | 1,026,206 | 14.6 | ||||||||||||
| Operating expenses | ||||||||||||||||
| General and Administrative Expenses | 1,142,906 | 1,086,808 | 825,974 | (4.9 | ) | |||||||||||
| Total operating expenses | 1,142,906 | 1,086,808 | 825,974 | (28.2 | ) | |||||||||||
| Income from operations | 35,113 | 263,463 | 200,232 | 650.3 | ||||||||||||
| Other income (expenses) | ||||||||||||||||
| Interest expenses, net | (42,559 | ) | (10,287 | ) | (7,818 | ) | (75.8 | ) | ||||||||
| Finance expense, net | (3,289 | ) | (1,929 | ) | (1,466 | ) | (41.3 | ) | ||||||||
| Other income | 110,890 | 94,929 | 72,146 | (14.4 | ) | |||||||||||
| Foreign exchange, net | 3,542 | (102,196 | ) | (77,669 | ) | (2,985.3 | ) | |||||||||
| Total other income (expense), net | 68,584 | (19,483 | ) | (14,807 | ) | (128.4 | ) | |||||||||
| Income before provisions for income taxes | 103,697 | 243,980 | 185,425 | 135.3 | ||||||||||||
| Income tax expense | (79,033 | ) | - | - | (100.0 | ) | ||||||||||
| Net income | 24,664 | 243,980 | 185,425 | 8.9 | ||||||||||||
Revenue
Our revenue is derived mainly from the following revenue streams: (i) construction contracts and (ii) sales of construction materials.
The following table presents revenue by major revenue type for the six months ended June 30, 2024 and 2025, respectively:
| For the Six Months Ended June 30 | ||||||||||||||||
2024 S$ | 2025 S$ | 2025 US$ | Variances % | |||||||||||||
| Revenue from construction contracts | 8,333,053 | 7,792,924 | 5,922,623 | (6.5 | ) | |||||||||||
| Sales of construction materials | - | 51,682 | 39,278 | 100.0 | ||||||||||||
| Total | 8,333,053 | 7,844,606 | 5,961,901 | (5.9 | ) | |||||||||||
For all major revenue types, revenue is derived from individual contracts/projects on a non-recurring basis. Revenue is recognized by reference to the stage of completion of the contract activity, using the input method, whereby the actual construction costs to date was compared to the total budgeted costs for a project to estimate the revenue recognized.
The total revenue decrease by approximately S$488,000, or 5.9% from approximately S$8.3 million for the six months ended June 30, 2024 to approximately S$7.8 million (US$6.0 million) for the six months ended 30, 2025. The decrease was primarily the result of fewer progress claimed due to few projects were in beginning stage for the period.
The revenue from construction contracts decreased by approximately S$540,000, or 6.5% from approximately S$8.3 million for the six months ended June 30, 2024 to approximately S$7.8 million (US$6.0 million) for the six months ended June 30, 2025. Total number of projects that contributed to the revenue from construction contracts was 17 for the six months ended June 30, 2025 as compared to 15 for the six months ended June 30, 2024. Although there were more projects for the six months ended June 30, 2025, fewer projects were in the beginning stage for the period which resulted in a decrease in revenue as compared to the six months ended June 30, 2024.
The revenue generated by sales of construction materials increased by approximately S$52,000, or 100.0% from approximately S$0 for the six months ended June 30, 2024 to S$52,000 (US$39,000) for the six months ended June 30, 2025. The increase in sales of construction material was mainly related to the construction projects in Singapore and there were demands of material that required at sites.
| 2 |
The major factors affecting our revenue include the following:
| - | Our ability to secure new contracts and the value of these contracts as our revenue is derived on a project by project, non-recurring basis. This is in turn dependent on several other factors such as our pricing, our project track record/ execution capability, our reputation and the competitive environment; | |
| - | our ability to maintain our business relationship with our customers, in particular with main contractors for future invitations to quote for interior fitting-out works; | |
| - | our ability to complete the projects on a timely basis and deliver quality works. This is in turn dependent on the timeliness of material delivery, quality of our subcontractors and our workers, and our project management expertise. The overall construction schedule on-site is also affected by many factors, such of which are not within our control. As our revenue is recognized by reference to the stage of completion, our revenue is dependent not only on the number of projects, their contract value, but also on the amount of projects completed; | |
| - | our ability to remain competitive, whether in pricing or in our ability to respond to customers’ needs or in the adoption of construction technologies (where required); | |
| - | changes in laws and regulations that affect (i) the construction industry in the countries we operate in, which amongst others, may in turn affect our ability to conduct certain scope of works or employ workers; and (ii) the property segments, such as government spending on hospitals, or legislations that affect the property market; | |
| - | the overall construction industry in the countries we operate in and the overall macroeconomic conditions; and | |
| - | our ability to continue to retain the services of our key management personnel, in particular our Executive Directors who are leading the Group in business development and project management. | |
Please refer to the section entitled “Risk Factors” of this Offer Document for a more comprehensive discussion of other factors which may affect our business operations and financial performance.
Cost of revenue
Our cost of revenue refers to direct costs incurred in the process of carrying out project activities. It includes subcontracting costs, direct material costs, labor cost, equipment rental costs and overhead costs. When it is probable that total contract costs will exceed total contract value, the expected loss is recognized as an expense immediately.
Our projects typically do not allow for any adjustments to the contract value in the event there is an escalation in our costs during the course of the project. Any increase in those costs will be borne by us and will have an impact on our eventual profit margins. Additional costs due to additional work from variation orders have to be borne by us until customers make payment in respect of such variation orders.
The breakdown of our cost of revenue for the six months ended June 30, 2024 and 2025 is set out below:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2025 | 2025 | Variances | |||||||||||||
| S$ | S$ | US$ | % | |||||||||||||
| Subcontracting costs | 2,730,752 | 1,717,304 | 1,305,151 | (37.1 | ) | |||||||||||
| Material costs | 2,473,974 | 2,658,243 | 2,020,265 | 7.4 | ||||||||||||
| Labor costs | 1,224,513 | 1,291,022 | 981,176 | 5.4 | ||||||||||||
| Equipment rental costs | 117,409 | 74,042 | 56,272 | (36.9 | ) | |||||||||||
| Overhead costs | 608,386 | 753,724 | 572,831 | 23.9 | ||||||||||||
| Total | 7,155,034 | 6,494,335 | 4,935,695 | (9.2 | ) | |||||||||||
The total cost of revenue decreased by approximately S$0.7 million, or 9.2% from approximately S$7.2 million for the six months ended June 30, 2024 to approximately S$6.5 million (US$4.9 million) for the six months ended June 30, 2025.
| 3 |
The cost of revenue for subcontracting decreased by approximately S$1 million, or 37.1% from approximately S$2.7 million for the six months ended June 30, 2024 to approximately S$1.7 million (US$1.3 million) for the six months ended June 30, 2025. The decrease in the cost of revenue associated with subcontracting costs is a result of undertaking fewer new projects during the six months ended June 30, 2025.
The cost of material increased by approximately S$184,000, or 7.4% from approximately S$2.5 million for the six months ended June 30, 2024 to approximately S$2.7 million (US$2.0 million) for the six months ended June 30, 2025. The increase of cost of material costs was due to the inflation and the initial startup stage of few projects during the six months ended June 30, 2025.
The cost of direct labor increased by approximately S$66,000, or 5.4% from approximately S$1.2 million for the six months ended June 30, 2024 to approximately S$1.3 million (US$1 million) for the six months ended June 30, 2025. The increase in the cost of direct labor was due to the same reason as the addition in subcontracting costs: the Company undertook more new projects during the six months ended June 30, 2025.
The cost of equipment rental decreased by approximately S$43,000, or 36.9% from approximately S$117,000 for the six months ended June 30, 2024 to approximately S$74,000 (US$56,000) for the six months ended June 30, 2025. The decrease in equipment rental costs was due to few of the projects completed during the financial period and the new projects are not required extra equipment for the six months ended June 30, 2025.
The cost of overhead increased by approximately S$145,000, or 23.9% from approximately S$608,000 for the six months ended June 30, 2024 to approximately S$754,000 (US$573,000) for the six months ended June 30, 2025. The increase of cost of overhead was the result of increase warehouse rent which mainly come from a project at T301.
The breakdown of our cost of revenues by revenue types is set out below:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2025 | 2025 | Variances | |||||||||||||
| S$ | S$ | US$ | % | |||||||||||||
| Construction contracts | 7,155,034 | 6,464,738 | 4,913,201 | (9.6 | ) | |||||||||||
| Sales of construction materials | - | 29,597 | 22,494 | 100 | ||||||||||||
| Total | 7,155,034 | 6,494,335 | 4,935,695 | (9.2 | ) | |||||||||||
Total cost of revenue from construction contracts decreased by approximately S$690,000, or approximately 9.6% from approximately S$7.2 million for the six months ended June 30, 2024 to approximately S$6.5 million (US$4.9 million) for the six months ended June 30, 2025. The decrease was mainly due to the Company undertaking fewer new projects during the six months ended June 30, 2025.
Our cost of revenue is mainly dependent on the following factors:
| - | We rely on the services of our subcontractors to carry out certain portions of work undertaken by us, such as installation of interior fitting-out works, builder works, mechanical and electrical engineering works. Subcontracting costs are affected by the market demand and supply of qualified subcontractors as well as the government policies regulating the supply and availability of foreign workers; | |
| - | Material costs mainly related to supplies purchased for installation of interior fitting-out works, whose underlying raw materials included gypsum (that are used in plasterboards) and steel (that are used for fastening). However, the cost of the supplies to us are also affected by factors such as market demand and supply conditions and consideration of the size of the project, our payment terms and our relationship with our suppliers; | |
| - | Labor costs relate to the salaries, CPF contributions, foreign worker levy and bonus for employees whose work is directly associated with on-site works. Labor costs are affected by government policies, the demand and supply of workers, the competition for workers and general wage trend of the construction industry; | |
| - | Equipment rental fees relate to the fees paid for equipment that we do not own, typically for cranes, excavator, boom lifts, forklifts, scissor lifts. The equipment rental fees are affected by the availability, demand and supply of such rental equipment and the duration for which we have to rent them; and | |
| - | Overhead costs relate to fees such as depreciation, freight charges, professional fees (for instance, professional engineering fees), repair and maintenance, site expenses and testing fees. |
| 4 |
Our cost of revenue is affected by, inter alia, the following factors:
| - | the changes in prices of construction materials; | |
| - | changes in government regulations and requirements, which may in turn affect labor costs and subcontracting costs; | |
| - | the level of competition, demand and supply for resources deployed at the project site; | |
| - | variation orders and works carried out during the defect liability period, which may incur costs without corresponding revenue or revenue recognized in the same financial period; | |
| - | site progress, including delays which may lead to cost overrun; | |
| - | government regulations and requirements as changes in regulations and requirements in relation to employment of foreign workers, for example, may result in higher compliance costs; and | |
| - | our ability to manage projects effectively and avoid cost over runs. |
Please refer to the section entitled “Risk Factors” in this Offer Document for other factors which may affect our cost of sales.
Gross Profit
Our gross profit from our major revenue type is summarized as follows:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2025 | 2025 | Variances | |||||||||||||
| S$ | S$ | US$ | % | |||||||||||||
| Construction contracts | ||||||||||||||||
| Gross profit | 1,178,019 | 1,328,186 | 1,009,421 | 13 | ||||||||||||
| Gross profit margin | 14.1 | % | 20.5 | % | 20.5 | % | ||||||||||
| Sales of construction materials | ||||||||||||||||
| Gross profit | - | 22,085 | 16,785 | 100 | ||||||||||||
| Gross profit margin | - | 74.6 | % | 74.6 | % | |||||||||||
| Total | ||||||||||||||||
| Gross profit | 1,178,019 | 1,350,271 | 1,026,206 | 15 | ||||||||||||
| Gross profit margin | 14.1 | % | 17.2 | % | 17.2 | % | ||||||||||
Our gross profit increased by approximately S$0.17 million, or 15% from approximately S$1.2 million for the six months ended June 30, 2024 to approximately S$1.35 million (US$1 million) for the six months ended June 30, 2025. The increase was mainly due to the high gross profit margin from a project ICA A&A as compared to the six months ended June 30, 2024.
Gross profit from construction contracts increased by approximately $0.15 million, or 13% from approximately S$1.2 million for the six months ended June 30, 2024 to approximately S$1.3 million (US$1 million) for the six months ended June 30, 2025. The increase was partly due to the decrease in unit subcontracting and labor costs and partly due to increase in revenue generated from relatively smaller sized projects undertaken in 2025, as compared to 2024.
Gross profit from sales of construction materials increased by approximately S$22,000 or 100.0% from approximately S$0 for the six months ended June 30, 2024 to approximately S$22,000 (US$17,000) for the six months ended June 30, 2025. The increase was mainly due to the increase in corresponding revenue resulting from the more of material demand.
The gross profit margin increased by 3.1% from 14.1% for the six months ended June 30, 2024 to 17.2% for the six months ended June 30, 2025. This increase was primarily due to decrease in cost of revenue of the six months ended June 30, 2025, the subcontracting cost decrease due to the Company undertaking fewer new projects at the beginning stage during the six months ended June 30, 2025.
| 5 |
Operating Expenses
Our operating expenses consist of general administrative expenses. General administrative expenses mainly comprised directors’ remuneration, staff costs, professional fees, depreciation, rental expenses, property-related expenses such as property tax and maintenance fees and upkeep of motor vehicles.
The breakdown of the general and administration expenses is shown as follows:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2025 | 2025 | Variances | |||||||||||||
| S$ | S$ | US$ | % | |||||||||||||
| Employees’ salaries and benefit | 399,178 | 538,340 | 409,138 | 34.9 | ||||||||||||
| Depreciation | 83,195 | 84,983 | 64,586 | 2.1 | ||||||||||||
| Legal and Professional fees | 364,634 | 279,076 | 212,098 | (23.5 | ) | |||||||||||
| Administrative expenses | 275,364 | 184,409 | 140,150 | (33.0 | ) | |||||||||||
| Other expenses | 20,535 | - | - | (100.0 | ) | |||||||||||
| Total | 1,142,906 | 1,086,808 | 825,972 | (4.9 | ) | |||||||||||
Our general and administration expenses decreased by approximately S$56,000, or 4.9% from approximately S$1.1 million for the six months ended June 30, 2024 to approximately S$1.1 million (US$826,000) for the six months ended June 30, 2025. The decrease was mainly due to the decrease in professional fees and administrative expenses of approximately S$86,000 and S$91,000 respectively for the six months ended June 30, 2025.
Other Incomes (expenses)
Our other incomes (expenses) consist of interest expenses, finance cost, other income, and foreign exchange gain (loss). Other incomes (expenses) decreased by approximately S$88,000, or 128% from income approximately S$69,000 for the six months ended June 30, 2024 to loss approximately S$19,000 (US$15,000) for the six months ended June 30, 2025.
Interest expenses decreased by approximately S$32,000, or 76% from approximately S$43,000 for the six months ended June 30, 2024 to approximately S$10,000 (US$8,000) for the six months ended June 30, 2025. The decrease was primarily due to the finance leases were almost settled during the financial period.
Finance expense decreased by approximately S$1,000, or 41.3% from approximately S$3,000 for the six months ended June 30, 2024 to approximately S$1,900 (US$1,500) for the six months ended June 30, 2025. The decrease was primarily due to the decrease in bank charges for transaction activities.
Other income, consisting mainly of compensation from a legal case, decreased by approximately S$15,000, or 14.4% from approximately S$111,000 for the six months ended June 30, 2024 to approximately S$95,000 (US$72,000) for the six months ended June 30, 2025. The decrease was primarily due to the compensation from a legal case in prior period for the six months ended June 30, 2025.
Foreign exchange (loss) gain decreased approximately S$100,000, or 2,985.3% from a gain of approximately S$4,000 for the six months ended June 30, 2024 to loss of approximately S$100,000 (US$77,000) for the six months ended June 30, 2025. The exchange rate differences were the result of current account of the company that were denominated in USD as compared to the Company’s books and records using SGD.
Income tax expense
Our income tax expense decreased by approximately S$79,000, or 100% from approximately S$79,000 for the six months ended June 30, 2024 to approximately S$0 (US0) for the six months ended June 30, 2025. This increase was primarily due to the increase in the above mentioned factors resulting from increase in income before provisions for income taxes.
Net income
As a result of the foregoing, we reported a net income of S$24,664 for the six months ended June 30, 2024, as compared to net income of S$243,980 (US$185,425) for the six months ended June 30, 2025, an increase of S$219,316 or 889.2%.
Earnings per Share
Our earning per share increased by approximately S$0.02, or 100.0% from approximately (S$0.00) for the six months ended June 30, 2024 to approximately 0.02 (US$0.01) for the six months ended June 30, 2025. The computation of earnings per share is based on 11,250,000 and 13,500,000 shares for six months ended June 30, 2024 and June 30, 2025 respectively of the total issued and outstanding shares of our Ordinary Shares.
| 6 |
Capital Commitments
As of June 30, 2025, December 31, 2024, our Group did not have any material capital commitments.
Contingent Liabilities
As of June 30, 2025, December 31, 2024, we did not have any other material contingent liabilities except as disclosed above. See Contingencies.
Foreign Exchange Risk
The functional currency of our Group is the Singapore dollar. The only previous foreign exchange loss was due to a former customer’s invoices denominated in USD whom we no longer have business with.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits
| 7 |
FBS GLOBAL LIMITED
Unaudited Condensed Consolidated Balance Sheets
| As of | As of | As of | ||||||||||
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| ASSETS | ||||||||||||
| Current assets | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Contract assets | ||||||||||||
| Other receivables – related parties | ||||||||||||
| Income tax recoverable | ||||||||||||
| Prepayments and other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | ||||||||||||
| Deferred offering cost | ||||||||||||
| Deferred tax assets, net | ||||||||||||
| Right of use assets, net – related party | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Current portion of bank borrowings | ||||||||||||
| Due to related parties | ||||||||||||
| Dividend payable | ||||||||||||
| Financing lease liabilities, current | ||||||||||||
| Operating Lease liabilities, current – related party | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liability | ||||||||||||
| Financing lease liabilities- non-current | ||||||||||||
| Bank borrowings, non-current | ||||||||||||
| Total non-current liability | ||||||||||||
| Total liabilities | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares, shares authorized; US$ par value, shares and shares issued and outstanding as of December 31, 2024 and June 30, 2025, respectively | ||||||||||||
| Ordinary shares | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
| F-1 |
FBS GLOBAL LIMITED
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Revenues, net | ||||||||||||
| Cost of revenue | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses: | ||||||||||||
| Allowance for expected credit losses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| (Loss) Income from operations | ||||||||||||
| Other income (expense): | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Finance expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Foreign exchange, net |
| ( | ) | ( | ) | |||||||
| Total other incomes (expenses), net | ( | ) | ( | ) | ||||||||
| Income before provision for income taxes | ||||||||||||
| Income tax expense | ||||||||||||
| Net income | ||||||||||||
| Comprehensive income | ||||||||||||
| Earnings per share – basic and diluted | ||||||||||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements
| F-2 |
FBS GLOBAL LIMITED
Unaudited Condensed Statements of Changes in Shareholders’ Equity
For the six months ended June 30, 2024
| Ordinary Shares | Additional paid-in | Retained | Total | Total | ||||||||||||||||||||
| Shares | Amount | capital | earnings | SGD | USD | |||||||||||||||||||
| Balance as of January 1, 2024 | ||||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||
| Balance as of June 30, 2024 (Unaudited) | ||||||||||||||||||||||||
For the six months end June 30, 2025
| Balance as of January 1, 2025 | ||||||||||||||||||||||||
| Balance | ||||||||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||
| Capital contribution | - | |||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | ||||||||||||||||||||||||
| Balance |
See accompanying notes to unaudited condensed consolidated financial statements
| F-3 |
FBS GLOBAL LIMITED
Unaudited Condensed Consolidated Statement of Cash Flows
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income | ||||||||||||
| Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||||||||||
| Provision for credit losses | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Deferred tax benefit | ( | ) | ||||||||||
| Amortization of right-of-use assets and interest of lease liabilities | ||||||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||
| Contract assets | ( | ) | ( | ) | ( | ) | ||||||
| Account receivables-related parties | ||||||||||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||||||
| Income tax recoverable | ||||||||||||
| Accounts payable | ( | ) | ||||||||||
| Contract liabilities | ( | ) | ||||||||||
| Income taxes payable | ( | ) | ( | ) | ( | ) | ||||||
| Operating lease liabilities – related party | ( | ) | ( | ) | ( | ) | ||||||
| Accrued expenses and other current liabilities | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property, plant and equipment | ( | ) | ||||||||||
| Loans from related parties | ||||||||||||
| Loan to related parties | ||||||||||||
| Collection from loans to related parties | ||||||||||||
| Net cash provided by investing activities | ||||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from bank borrowings | ||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Repayment of financing lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Financing lease liabilities | ||||||||||||
| Proceeds from borrowings from related party | ||||||||||||
| Repayment of borrowings from related party | ( | ) | ( | ) | ( | ) | ||||||
| Capital contribution | ||||||||||||
| Payment for deferred offering costs | ( | ) | ||||||||||
| Proceeds from Initial Public Offering, net of expenses | ||||||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||||||
| Net increase in cash and restricted cash | ||||||||||||
| Cash and restricted cash, beginning of year | ||||||||||||
| Cash and restricted cash, end of period | ||||||||||||
| Supplemental disclosure of cash flow information: | ||||||||||||
| Cash paid for income tax | ||||||||||||
| Cash paid for interest | ||||||||||||
| Supplemental non-cash transactions: | ||||||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | ||||||||||||
The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:
| Cash | ||||||||||||
| Restricted Cash | ||||||||||||
| Total cash and restricted cash shown in the consolidated statements of cash flows |
See accompanying notes to unaudited condensed consolidated financial statements
| F-4 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Organization and Business Description
Organization and Nature of Operations
FBS Global Limited is a holding company which was incorporated on March 10, 2022 under the laws of Cayman Islands as an exempted company with limited liability (“FBS Cayman” or “the Company”). It is a holding company with no business operation.
On
February 7, 2025, the Company closed its Initial Public Offering (“IPO”) of ordinary shares. The shares were priced
at $ per share and the gross proceeds of this offering was $
The accompanying consolidated financial statements reflect the activities of FBS Cayman and the following entity:
Schedule of Consolidated Financial Statements Reflect the Activities of FBS Cayman
| Subsidiary | Date of Incorporation |
Jurisdiction of Formation |
Percentage of direct/indirect Economic Ownership |
Principal Activities | ||||
Success Elite Development Limited (SEDL) |
BVI | Cayman |
||||||
| Finebuild Systems Pte Ltd (“FBS SG”) | Singapore | |||||||
| Bright Bless Developments Limited (BBDL) | BVI | Cayman |
||||||
| EFMK Supplies Limited (EFMK) | Hong Kong |
2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The accompanying unaudited interim condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”) The results of operations for the six months ended June 30, 2025 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2025. Accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements and note thereto as of and for the year ended December 31, 2024 in Form 20-F.
The condensed consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
| F-5 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the allowance for expected credit losses, the determination of the useful lives of property and equipment, impairment of long-lived assets, allowance for deferred tax assets, uncertain tax position, right-of-use assets, financing lease liabilities, revenue recognition and contingencies. Actual results could differ from those estimates.
Foreign Currency Translation and transaction
The Company uses Singapore Dollars (“SGD”) as its reporting currency. The functional currency of the Company in Cayman and British Virgin Island is U.S. dollar and the subsidiary which incorporate in Singapore and Hong Kong are Singapore Dollars and U.S. dollar respectively which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in place at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statement of operations.
Assets and liabilities of the Company translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting period. The resulting foreign currency translation adjustment are recorded in other comprehensive income (loss).
Convenience translation
Translations
of balances in the unaudited condensed consolidated balance sheets, consolidated statements of income and consolidated statements of
cash flows from SGD into USD as of and for the six months ended June 30, 2025 are solely for the convenience of the reader and were calculated
at the rate of SGD to USD
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 - | Quoted prices in active markets for identical assets and liabilities. |
| F-6 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Level 2 - | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
| Level 3 - | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of accounts receivable, contract assets, due from related parties, financing lease, prepayments and other current assets, accounts payable, contract liabilities, income taxes payable, due to related parties, loan from related party, accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of June 30, 2025 and December 31, 2024 due to their short-term nature.
Cash and Restricted Cash
Cash
includes cash on hand and demand deposits in accounts maintained with commercial banks that can be added or withdrawn without limitation
and have original maturities of less than three months. The Company maintains the bank accounts in Singapore. Cash balances in bank accounts
in Singapore with maximum amount of SGD
Restricted cash consisted of deposit which is required to be withheld in the bank by the Company to compensate the customer in case of breach of contract.
Accounts Receivable, net
Accounts receivable are recognized and carried at original invoiced amount. From January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including accounts receivable.
As of June 30, 2025 and December 31, 2024, the Company did not record credit losses.
The Company uses simplified flow rate matrix approach to estimate expected credit losses for the accounts receivable. The allowance for expected credit losses is estimated for accounts receivable that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The approach considers factors including historical ageing schedule and forward-looking macroeconomic conditions.
Prepayments
Prepayments represent advance payments made to the service providers for future services. Prepayments are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realizability of the prepayments becomes doubtful. As of June 30, 2025 and December 31, 2024, there was no allowance recorded as the Company considers all of the prepayments fully realizable.
Other receivables – related parties
Other receivables - related parties represent amounts owed to a company by its related parties. Related parties can include affiliated companies, parent companies, subsidiaries, directors, officers, or shareholders. The Company considers the assets to be impaired if the realizability of the receivables becomes doubtful.
As of June 30, 2025 and December 31, 2024, the Company did not record an allowance for expected credit losses.
| F-7 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Lease
The Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB.
The Company determines whether an arrangement is or contain a lease at inception. The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:
| a. | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; | |
| b. | The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; | |
| c. | The lease term is for the major part of the remaining economic life of the underlying asset; | |
| d. | The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset; | |
| e. | The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
All leases of the Company are currently classified as financing leases. The Company recognizes a lease in the financial statement when the arrangement either explicitly or implicitly involves property, plant or equipment (“PP&E”), the contract terms are dependent on the useful life of the PP&E, and the Company have the ability or right to control the PP&E or to direct others to control the PP&E and receive the majority of the economic benefits of the assets. Financing lease liability, current, and financing lease liability, non-current in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The financing lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.
The Company applied its interest rate based on the actual incremental borrowing rate from the leasing contract that is available at lease commencement date in determining the lease interest expense. The Company’s lease terms may include options to extend or terminate the lease. Lease expenses for lease payments are recognized on a straight-line basis over the lease term, under depreciation expenses.
The Company reviews the impairment of its financing lease assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of financing lease liabilities in the tested asset group and include the associated financing lease payments in the undiscounted future pre-tax cash flows.
| F-8 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
Schedule of Property Plant and Equipment Net of Accumulated Depreciation
| Building | ||||
| Land | ||||
| Renovation | ||||
| Furniture and fixtures | ||||
| Motor vehicles | ||||
| Electronic equipment | ||||
| Machinery | ||||
| Forklift |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and comprehensive income (loss) in other income or expenses.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Deferred Offering Cost
Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the initial public offering. These costs, together with the underwriting discounts and commissions, will be charged to permanent equity upon completion of the initial public offering. Should the initial public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to expenses.
During
the six months ended June 30, 2025, the Company charged all the amount SGD
Impairment of Long-Lived Assets
The
Company reviews the recoverability of its long-lived assets, such as property and equipment, whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying
amount of an asset may no longer be recoverable. When these events occur, the Company measures impairment by comparing the carrying value
of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual
disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize
an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash
flows. There were
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
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 the Company satisfies a performance obligation.
| F-9 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have the agreements with its customers in writing. The Company recognizes revenue based on the consideration specified in the applicable agreement.
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s consolidated balance sheets as “Contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms, until certain conditions are met or the project is completed.
The Company will recognize the revenue of sales of construction material when the performance obligation is satisfied by transferring a promised good or service to the customer. Control of the goods is transferred to the customer, generally on delivery of the goods.
Revenue from service orders is recognized when the entity satisfied the performance obligation at a point in time generally as the services are provided.
The contracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year.
Since the Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation of the transaction price is required and expected. As a professional interior design and fit-out service provider, the Company recognizes revenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred.
The Company’s contract with the customer has payment terms specified based upon certain conditions completed. The Company will submit monthly progress claim to the customer, and after the Company received the certified interim progress certificate, the Company will issue a tax invoice to the customer. The final tax invoice is generally issued after the project completion and agreed by customer and the Company. As the Company’s customers are required to pay the Company at different billing stages over the contract period, as such, the Company believes the progress payments limit the Company’s exposure to credit risk and that the Company would be able to collect substantially all of the consideration gradually at different stages. The timing of the satisfaction of the Company’s performance obligations is based upon the cost-to-cost measure of progress method, which is generally different than the timing of unconditional right of payment, and is based upon certain conditions completed as specified in the contract. The timing between the satisfaction of the Company’s performance obligations and the unconditional right of payment would contribute to contract assets and contract liabilities.
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including, changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered.
| F-10 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
When the current estimates of the total amount of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract cost indicate a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expense), and not as a reduction of revenue or a non-operating expense.
The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
The following table presents revenue classified by timing of revenue recognition for the six months ended June 30, 2024 and 2025, respectively:
Schedule of Timing of Revenue Recognition
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Point in time | ||||||||||||
| Over time | ||||||||||||
| Total revenue | ||||||||||||
The following table presents revenue by major revenue type for the six months ended June 30, 2025 and 2024, respectively:
Schedule of Major Revenue
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Revenue from construction contracts | ||||||||||||
| Sales of construction materials | ||||||||||||
| Total | ||||||||||||
Warranty
The Company generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the six months ended June 30, 2024 and 2025, because the Company’s historical warranty expenses were immaterial to the Company’s consolidated financial statements.
Contract Assets and Contract Liabilities
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on consolidated balance sheets as “Contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms, until certain conditions are met or the project is completed. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.
Contract assets have billing term with unconditional right to be billed beyond one year are classified as non-current assets.
Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.
| F-11 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. The Company has recognized deferred tax assets for temporary differences, operating losses and tax credit carryforwards. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. The accruals for deferred tax assets and liabilities, including deferred income tax assets and liabilities, are subject to significant judgment and are reviewed and adjusted routinely based on changes in facts and circumstances. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
The
Company believes there were
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. For the six months ended June 30, 2025 and 2024, there were dilutive shares.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income.
| F-12 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Significant Risks
Currency Risk
The Company’s operating activities are transacted in S$. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in SGD with respect to USD is significant.
Concentration and Credit Risk
Financial
instruments that potentially subject the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum
exposures of such assets to credit risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with
financial institutions located in Singapore. As of December 31, 2024 and June 30, 2025, SGD
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for expected credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the Directors.
For the six months ended June 30, 2024 and 2025, all of the Company’s assets were located in Singapore and all of the Company’s revenue were derived from its subsidiary located in Singapore. The Company has a concentration of its revenue and accounts receivable with specific customers and purchases and accounts payable with specific suppliers.
| F-13 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
For
the six months ended June 30, 2024, four customers accounted for approximately
As
of December 31, 2024, three customers’ accounts receivable accounted for approximately
As
of June 30, 2025, three customers’ account receivables accounted for approximately
For
the six months ended June 30, 2024, one supplier accounted for approximately
As
of December 31, 2024, three supplier’s accounts payable accounted for approximately
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
Recently Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
| F-14 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Board’s concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” The Company’s management does not believe the adoption of ASU 2024-02 will have a material impact on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entity’s income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard on its consolidated financial statements which is expected to result in enhanced disclosures.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the condensed consolidated financial position, statements of operations and cash flows.
3. Accounts Receivable, net
Accounts receivable, net consisted of the following as of:
Schedule of Accounts Receivable
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Accounts receivable | ||||||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
| F-15 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
4. Contract Assets/(Liabilities)
Contract assets consisted of the following:
Schedule of Contract Assets
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Revenue recognized to date | ||||||||||||
| Less: progress billings to date | ( | ) | ( | ) | ( | ) | ||||||
| Less: allowance for expected credit losses | ( | ) | ||||||||||
| Contract assets | ||||||||||||
Movement of the allowance for contract assets were as follows:
Schedule of Allowance for Contract Assets
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ||||||||||
| Ending balance | ||||||||||||
Contract liabilities consisted of the following:
Schedule of Contract Liabilities
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Billings in advance of performance obligation under contracts | ||||||||||||
Contract liabilities related to contracts are balances due to customers under contracts. These arise if a particular milestone payment exceeds the revenue recognized to date under the cost-to-cost method.
The movement in contract liabilities is as follows:
Schedule of Movement in Contract Liabilities
| For the year ended December 31, 2024 | For the six months ended June 30, 2025 | For the six months ended June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the period | ||||||||||||
| Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year | ( | ) | ( | ) | ( | ) | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||||||
| Balance at end of the period | ||||||||||||
| F-16 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
5. Prepayments and Other Current Assets
Prepayments and other current assets consisted of the following:
Schedule of Prepayments and Other Current Assets
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Other deposits | ||||||||||||
| Prepayments | ||||||||||||
| Prepayment and other current assets | ||||||||||||
6. Property, plant and equipment
Property and equipment, stated at cost less accumulated depreciation and amortization, consisted of the following:
Schedule of Property, Plant and Equipment
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Building and land | ||||||||||||
| Furniture and fixtures | ||||||||||||
| Motor vehicles | ||||||||||||
| Electronic equipment | ||||||||||||
| Machinery | ||||||||||||
| Renovation | ||||||||||||
| Forklift | ||||||||||||
| Subtotal | ||||||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Property and Equipment, net | ||||||||||||
Depreciation
expenses of property and equipment totaled SGD
7. Investment under equity method
Components of investment under equity method are as follows:
Schedule of Investment Under Equity Method
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Cost of investment in joint venture | ||||||||||||
| Accumulated share of losses in joint venture | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
8. Leases
Financing leases as lessee
As of December 31, 2024 and June 30, 2025, the Company has financing leases with the financial institutions on its consolidated balance sheets for hire purchase of motor vehicle.
The following table shows financing lease liabilities from the financial institutions, and the associated financial statement line items as follows:
Schedule of Finance Lease
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Liabilities | ||||||||||||
| Financing lease liabilities current | ||||||||||||
| Financing lease liabilities non-current | ||||||||||||
| F-17 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
As of December 31, 2024 and June 30, 2025, leased assets which are included in the “Property, plant and equipment” of the unaudited condensed consolidated balance sheet of following:
Schedule of Finance Lease Asset
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Motor vehicles at cost | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Motor vehicles, net | ||||||||||||
Information relating to financing lease activities during the six months ended June 30, 2024 and 2025 are as follows:
Schedule of Financing Lease Expenses
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Financing lease expenses | ||||||||||||
| Depreciation | ||||||||||||
| Interest of lease liabilities | ||||||||||||
| Total financing lease expenses | ||||||||||||
Operating leases as lessee
The
Company enter a
The following table shows operating lease liabilities and the associated financial statement line items:
Schedule of Operating Lease Liabilities
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Liabilities | ||||||||||||
| Operating lease liabilities – current – related party | ||||||||||||
| – non current – related party | ||||||||||||
| Total | ||||||||||||
As of December 31, 2024 and June 30, 2025, “Right-of-use assets, net” consisted of the following:
Schedule of Operating Lease Liabilities - Right of use Assets, Net
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Right of use assets – related party | ||||||||||||
| Less: Accumulated amortization | ||||||||||||
| Right of use assets, net – related party | ||||||||||||
| F-18 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Information related to operating lease activities during the periods are as follows:
Schedule of Operating Lease Activities
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Operating lease expenses | ||||||||||||
| Amortization | ||||||||||||
| Interest of lease liabilities | ||||||||||||
| Total operating lease expenses | ||||||||||||
Future operating lease payments as of June 30, 2025 are detailed as follows:
Schedule of Operating Lease Payments
| SGD | USD | |||||||
| For the year ending June 30, 2026 | ||||||||
| Remainder of fiscal year | ||||||||
| Year 1 | ||||||||
| Total lease payments | ||||||||
Less: imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| Less: Current portion | ||||||||
| Long-term potion of operating lease liabilities | ||||||||
9. Accrued Expenses and Other Current Liabilities
Components of accrued expenses and other current liabilities are as follows:
Schedule of Accrued Expenses and Other Current Liabilities
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Accruals for operating expenses | ||||||||||||
| Retention payable | ||||||||||||
| Other payables | ||||||||||||
| Total | ||||||||||||
10. Bank Borrowings
Components of bank borrowings are as follows:
Schedule of Bank Borrowings
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||||||
| Interest Rate | SGD | SGD | USD | |||||||||||||||||
| UOB – Loan 1 (Property) | (1 | ) | ||||||||||||||||||
| UOB – Loan 2 (Bridging Loan) | (2 | ) | % | |||||||||||||||||
| Less: current portion of long-term bank borrowings | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Non-current portion of long-term bank borrowings | ||||||||||||||||||||
| (1) | ||
| (2) |
Interest
expenses pertaining to the above bank borrowings for the six months ended June 30, 2024 and June 30, 2025 amounted to SGD
Components of bank borrowings interest are as follows as of June 30:
Schedule of Bank Borrowings Interest
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| UOB – Loan 1 (Property) | ||||||||||||
| UOB – Loan 2 (Bridging Loan) | ||||||||||||
| Trust Receipt | ||||||||||||
| Total | ||||||||||||
| F-19 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Maturities of the bank borrowings were as follows:
Schedule of Maturities Bank Borrowings
| SGD | USD | |||||||
| For the period ending June 30, | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Total bank borrowings repayments | ||||||||
| Current portion of long-term bank borrowings | ||||||||
| Non-current portion of long-term bank borrowings | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | ||||||||
11. Income Taxes
Cayman Islands and British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands and BVI withholding tax will be imposed.
Singapore
In accordance with the relevant tax laws and regulations of Singapore, a company registered in Singapore is subject to income taxes at a flat rate of 17%.
Schedule of Relevant Tax Laws and Regulations
| For the six months ended June 30, | ||||||||||||
2024 SGD | 2025 SGD | 2025 USD | ||||||||||
| Income before provision for income taxes is attributable to the following geographic locations: | ||||||||||||
| Singapore | ||||||||||||
| Foreign | ||||||||||||
| Total (loss) before income taxes | ||||||||||||
The following table reconciles Singapore statutory rates to the Company’s effective tax:
Schedule of Reconciles Singapore Statutory Rates
| For the six months ended | ||||||||||||
| June 30, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Income before income taxes | ||||||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Non-deductible depreciation | % | % | % | |||||||||
| Non-deductible professional fees | % | % | % | |||||||||
| Other non-deductible expenses | % | % | % | |||||||||
| Tax rebate and exemption | - | % | % | % | ||||||||
| Effective tax rate | % | % | % | |||||||||
The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows:
Deferred tax assets as below,
Schedule of Deferred tax Assets and Liability
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Deferred tax assets: | ||||||||||||
| Bad debt provision | ||||||||||||
| Lease liabilities | ||||||||||||
| Net operating loss carried forward | ||||||||||||
| Total deferred tax assets | ||||||||||||
| Deferred tax liabilities: | ||||||||||||
| Right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net deferred tax assets | ||||||||||||
| F-20 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2024 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the six months ended June 30, 2024 and 2025. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2025.
12. Related Party Balance and Transactions
The following is a list of related parties which the Company has transactions with:
| (a) | Fine Build-Ninefold Group Construction Company (Private) Limited |
A Joint-Venture (JV) incorporated in Sri Lanka in year 2017 to bid a local project, FBS SG holding 30% shares of the JV. The Company started transferring the share to 3rd party in late 2019, however due to Covid-19 pandemic, the share transfer is still pending for the local secretary to execute. Currently, FineBuild only supply material to the JV.
| (b) | 54 Pandan Road Pte Ltd |
A related company under common control with FBS SG as Mr. Kelvin Ang (also known as Poh Guan Ang) acts as the sole director in this company.
| (c) | Fastfix Systems Pte Ltd |
A related company under common control with FBS SG as Mr. Kelvin Ang acts as the sole director in this company.
| (d) | Kelvin Ang |
Present sole director and shareholder of FBS Global Limited.
| (e) | Ang Poh Hwee |
Project director of FBS Global Limited.
| a. | Accounts receivable – related party |
As of December 31, 2024 and June 30, 2025, the balances of Accounts receivable – related party were as follows:
Schedule of Accounts Receivable Related Party and Allowance for Credit Loss
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Accounts receivable – related party | ||||||||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | (1 | ) | ||||||||||||||
| Allowance for expected credit losses | (1 | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | ||||||||||||||||
| F-21 |
FBS GLOBAL LIMITED
Notes to Condensed Consolidated Financial Statements (Unaudited)
Movement of the allowance of expected credit losses were as follows:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Exchange rate effect | ( | ) | ( | ) | ( | ) | ||||||
| Ending balance | ||||||||||||
| b. | Other receivables – related parties |
As of December 31, 2024 and June 30, 2025, the balances of other receivables-related parties were as follows:
Schedule of Other Receivable Related Party Allowance for Credit Loss
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Other receivables – related parties | ||||||||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | (2 | ) | ||||||||||||||
| Allowance for expected credit losses | (2 | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Ang Poh Hwee | (3 | ) | ||||||||||||||
| Total | ||||||||||||||||
Movements of the allowance for expected credit losses were as follows:
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Beginning balance | ||||||||||||
| Exchange rate effect | ( | ) | ( | ) | ||||||||
| Ending balance | ||||||||||||
| (1) | Supply construction material to the Joint Venture company. The Company may not be able to collect amounts due under COVID-19’s negative impact to the joint venture’s operation and financial condition, and the Company reserved 100% allowance for expected credit loss. |
| (2) |
| (3) |
| c. | Due to related parties |
As of December 31, 2024 and June 30, 2025, the balances of amount due to related parties were as follows:
Schedule of Due to Related Parties and Related Party Transactions
| December 31, 2024 | June 30, 2025 | June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Due to related parties | ||||||||||||
| Kelvin Ang | ||||||||||||
| Total | ||||||||||||
| F-22 |
FBS GLOBAL LIMITED
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
| d. | Operating lease liabilities- related party |
The
Company enter a
| e. | Related party transactions |
For
the six months June 30, 2024 | For
the six months June 30, 2025 | For
the six months June 30, 2025 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Fastfixs Systems Pte Ltd | ||||||||||||
| Consultation fee | ||||||||||||
| Supply of labour | ||||||||||||
| 54 Pandan Road Pte Ltd | ||||||||||||
| Rental of warehouse | ||||||||||||
| f. | Commitments |
On
November 25, 2020, the Company guaranteed a
The
Company also guaranteed a SGD
Ordinary shares
The Company was established under the laws of the Cayman Islands on March 10, 2022. The authorized number of Ordinary Shares was with par value of $ per share. On August 2, 2022, the Company issued shares to the controlling shareholder at par value of $ per share. As a result, there are total shares issued.
On
February 7, 2025, the Company closed its IPO of ordinary shares. The Shares were priced at $ per share and the gross proceeds
of this offering was $
As of December 31, 2024 and June 30, 2025, there were and ordinary shares issued and outstanding.
14. Commitments and Contingencies
Commitments
On
November 25, 2020, the Company guaranteed a
The
Company also guaranteed a SGD
| F-23 |
FBS GLOBAL LIMITED
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
The
Company also has a banker’s guarantee totaling SGD
As of June 30, 2025, the future minimum payments under certain of the Company’s contractual obligations were as follows:
Schedule of Future Minimum Payments of Contractual Obligations
| Payment Due In | ||||||||||||||||||||
| Total SGD | Less than 1 year | 1 – 2 years | 3 – 5 years | Thereafter | ||||||||||||||||
| Bank borrowings | ||||||||||||||||||||
| Operating lease | ||||||||||||||||||||
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its consolidated financial position, cash flows or results of operations on an individual basis or in the aggregate. As of December 31, 2024 and June 30, 2025, the Company is not involved in any material legal or administrative proceedings except for the case below with regards to its subsidiary FBS SG, which matter is now resolved.
15. Segment Reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.
Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are all located in Singapore and all of the Company’s revenue and expense are derived in Singapore. Therefore, no geographical segments are presented. The single segment represents the Company’s revenue from construction contracts, sale of construction materials and rendering of services to its customers in Singapore.
16. Subsequent Events
The Company has evaluated subsequent events to the balance sheet date of June 30, 2025 through October 14, 2025, the date of issuance of the condensed consolidated financial statements. There were no other subsequent events occurred that would require recognition or disclosure in the Company’s unaudited interim condensed consolidated financial statements.
| F-24 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of FBS Global Limited:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of FBS Global Limited (the “Company”) as of December 31, 2023 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Marcum Asia CPAs LLP
Marcum Asia CPAs LLP
We have served as the Company’s auditor from 2022 through 2025 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum Asia CPAs LLP effective September 1, 2022).
New York, New York
May 15, 2025
NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001
Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com
| F-25 |
FBS Global Limited
Consolidated Balance Sheets
| As of December 31, | ||||||||||||
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Contract assets | ||||||||||||
| Other receivables – related parties | ||||||||||||
| Income tax recoverable | ||||||||||||
| Prepayments and other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment, net | ||||||||||||
| Deferred offering cost | ||||||||||||
| Deferred tax assets, net | ||||||||||||
| Right of use assets, net – related party | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities and Shareholders’ Equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | ||||||||||||
| Contract liabilities | ||||||||||||
| Current portion of bank borrowings | ||||||||||||
| Due to related parties | ||||||||||||
| Dividend payable | ||||||||||||
| Financing lease liabilities- current | ||||||||||||
| Operating lease liabilities- current – related party | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Tax payable | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Financing lease liabilities, non-current | ||||||||||||
| Bank borrowings, non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares, shares authorized; US$ par value, shares issued and outstanding as of December 31, 2023 and 2024, respectively | ||||||||||||
| Additional paid in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
See accompanying notes to consolidated financial statements
| F-26 |
FBS Global Limited
Consolidated Statements of Operations and Comprehensive Income (Loss)
| For the Years ended December 31, | ||||||||||||
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Provision for credit losses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Finance expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||
| Total other income, net | ||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax (expense) benefit | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Comprehensive income (loss) | ( | ) | ( | ) | ||||||||
| Earnings per share – basic and diluted | ) | ) | ||||||||||
| Weighted average shares outstanding, basic and diluted | ||||||||||||
See accompanying notes to consolidated financial statements
| F-27 |
FBS Global Limited
Consolidated Statements of Changes in Shareholders’ Equity
For the Years Ended December 31, 2023 and 2024
| Ordinary Shares | Additional Paid-in | Retained | Total | Total | ||||||||||||||||||||
| Shares | Amount | Capital | Earnings | SGD | USD | |||||||||||||||||||
| Balance as of January 1, 2023 | ||||||||||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||
| Balance as of December 31, 2023 | ||||||||||||||||||||||||
| Balance | ||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Net income loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||
| Balance as of December 31, 2024 | ||||||||||||||||||||||||
| Balance | ||||||||||||||||||||||||
See accompanying notes to consolidated financial statements
| F-28 |
FBS Global Limited
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2023 and 2024
| For the Years ended December 31, | ||||||||||||
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||||||||||||
| Provision for credit losses | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Deferred tax expense (benefit) | ( | ) | ( | ) | ||||||||
| Amortization of right-of-use assets and interest of lease liabilities | ||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | ( | ) | ||||||||||
| Contract assets | ||||||||||||
| Account receivables-related parties | ||||||||||||
| Income tax recoverable | ( | ) | ( | ) | ||||||||
| Prepayments and other current assets | ( | ) | ||||||||||
| Accounts payable | ( | ) | ( | ) | ||||||||
| Contract liabilities | ( | ) | ( | ) | ||||||||
| Taxes payable | ( | ) | ( | ) | ||||||||
| Operating lease liabilities – related party | ( | ) | ( | ) | ||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Loan to related parties | ( | ) | ||||||||||
| Collection from loans to related parties | ||||||||||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from bank borrowings | ||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Financing lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from borrowings from related party | ||||||||||||
| Repayment of borrowings from related party | ( | ) | ( | ) | ( | ) | ||||||
| Capital contribution | ||||||||||||
| Payment for deferred offering cost | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ||||||
| Net changes in cash and restricted cash | ( | ) | ( | ) | ||||||||
| Cash and restricted cash, beginning of year | ||||||||||||
| Cash and restricted cash, end of year | ||||||||||||
| Supplemental disclosure information: | ||||||||||||
| Cash paid for income tax | ||||||||||||
| Cash paid for interest | ||||||||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | ||||||||||||
The following table provides a reconciliation of cash and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the statement of cash flows:
| Cash | ||||||||||||
| Restricted Cash | ||||||||||||
| Total cash and restricted cash shown in the consolidated statements of cash flows |
See accompanying notes to consolidated financial statements
| F-29 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
1. Organization and Business Description
Organization and Nature of Operations
FBS Global Limited is a holding company which was incorporated on March 10, 2022 under the laws of Cayman Islands as an exempted company with limited liability (“FBS Cayman” or “the Company”). It is a holding company with no business operation.
FBS Cayman owns
From the beginning as a construction company since 1996, FBS SG has developed into a premier integrated engineering company that provides a full suite of construction and engineering services. These services include the supply of building materials and precast concrete components, recycling of construction and industrial wastes, research, and development, as well as pavement consultancy services. The Company is an established interior design and build (also referred to as “fit-out”) specialist in Singapore with a track record of over 20 years in institutional, residential, commercial and industrial building projects. The Company’s scope of services comprises design, supply and installation of ceilings, partitions, timber deck, carpet, lead lining, acoustic wall panel, built-in furnishing, carpentry and mechanical & electrical services of a building. The Company also undertakes main construction and building works projects.
A reorganization of the Company’s legal structure was completed on August 2, 2022. The reorganization involved the incorporation of FBS Cayman, and its wholly-owned subsidiaries, SEDL; and the transfer of all equity ownership of FBS SG to SEDL from the former shareholders of FBS SG. In consideration of the transfer, the Company issued ordinary shares with par value $ per share to the former shareholders of FBS SG.
On August 2, 2022, the former shareholders
transferred their
On February 7, 2025, the Company closed
its Initial Public Offering (“IPO”) of ordinary shares. The shares were priced at $ per share and the gross
proceeds of this offering was $
The transactions were between entities under common control, and therefore accounted for in a manner similar to the pooling-of-interest method. Under the pooling-of-interests method, combination between two businesses under common control is accounted for at carrying amounts with retrospective adjustment of prior period financial statements, and the equity accounts of the combining entities are combined and the difference between the consideration paid and the net assets acquired is reflected as an equity transaction (i.e., distribution to parent company). As opposed to the purchase method of accounting, no intangible assets are recognized in the transaction, and no goodwill is recognized as a result of the reorganization.
The accompanying consolidated financial statements reflect the activities of FBS Cayman and the following entity:
Schedule of Consolidated Financial Statements Reflect the Activities of FBS Cayman
| Subsidiary | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||
| Success
Elite Development Limited (SEDL) | BVI | Cayman | ||||||
| Finebuild Systems Pte Ltd (“FBS SG”) | Singapore |
| F-30 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Liquidity
In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations.
The Company engages in providing a full
suite of construction and engineering services. The Company’s business is capital intensive. Working deficit was approximately SGD
In addition, the Company will need to maintain its operating costs at a level through strict cost control and budget to ensure operating costs are minimized and will not exceed such aforementioned sources of funds to continue as a going concern for a period within 12 months after the issuance of its consolidated financial statements.
Based on the above considerations, management is of the opinion that the Company has sufficient funds to meet its working capital requirements and debt obligations as they become due. However, there is no assurance that management will be successful in their plans. There are a number of factors that could potentially arise that could undermine the Company’s plans, such as changes in the demand for its services, economic conditions, competitive pricing in the construction industry, its operating results continuing to make profit and its bank and shareholders being able to provide continued financial support.
Basis of Presentation and Consolidation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”)
The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary. All intercompany transactions and balances among the Company and its subsidiary have been eliminated upon consolidation.
| F-31 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Use of Estimates and Assumptions
The preparation of consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to revenue recognition. Actual results could differ from those estimates.
Foreign Currency Translation and transaction
The Company uses Singapore Dollars (“SGD”) as its reporting currency. The functional currency of the Company in Cayman and British Virgin Island is U.S. dollar and the subsidiary which incorporate in Singapore is Singapore Dollars which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at the rates of exchange in place at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing when the transactions occurred. Transaction gains and losses are recognized in the consolidated statement of operations and comprehensive income (loss).
Assets and liabilities of the Company translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting period. The resulting foreign currency translation adjustment are recorded in other comprehensive income.
Convenience translation
Translations of balances in the consolidated
balance sheets, consolidated statements of income and consolidated statements of cash flows from SGD into USD as of and for the year ended
December 31, 2024 are solely for the convenience of the reader and were calculated at the rate of SGD to USD
Fair Value of Financial Instruments
The fair value of a financial instrument is defined as the exchange price that would be received from an asset or paid to transfer a liability (as exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The carrying amounts of financial assets and liabilities, such as cash, accounts receivable, prepayments and other current assets, accounts payable, and other current liabilities, approximate their fair values because of the short maturity of these instruments and market rates of interest.
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| Level 1 - | Quoted prices in active markets for identical assets and liabilities. |
| F-32 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
| Level 2 - | Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| Level 3 - | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the carrying amount of its financial assets and liabilities, which consist primarily of cash, accounts receivable, income tax recoverable and other current assets, accounts payable, taxes payable, bank borrowing, lease liabilities, due to related parties, accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of December 31, 2023 and 2024 due to their short-term nature.
Cash and Restricted Cash
Cash includes cash on hand and demand deposits
in accounts maintained with commercial banks that can be added or withdrawn without limitation and have original maturities of less than
three months. The Company maintains the bank accounts in Singapore. Cash balances in bank accounts in Singapore with maximum amount of
SGD
Restricted cash consisted of deposit which is required to be withheld in the bank by the Company to compensate the customer in case of breach of contract.
Accounts Receivable, net
Accounts receivables are recognized and carried at original invoiced amount. From January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including accounts receivable.
The Company adopted ASC Topic 326 using the modified retrospective method in scope of the standard. Results for reporting periods beginning after January 1, 2023 are presented under ASC Topic 326, while prior period amounts continue to be reported in accordance with previously applicable GAAP.
Upon adoption, the Company recorded nil allowance for credit losses.
The Company uses simplified flow rate matrix approach to estimate expected credit losses for the accounts receivable. The allowance for credit losses is estimated for accounts receivable that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The approach considers factors including historical ageing schedule and forward-looking macroeconomic conditions.
Prepayments
Prepayments represent advance payments made to the service providers for future services. Prepayments are short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realizability of the prepayments becomes doubtful. As of December 31, 2023 and 2024, there was no allowance recorded as the Company considers all of the prepayments fully realizable.
| F-33 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Other receivables – related parties
Other receivables - related parties represent amounts owed to a company by its related parties. Related parties can include affiliated companies, parent companies, subsidiaries, directors, officers, or shareholders. The Company considers the assets to be impaired if the realizability of the receivables becomes doubtful.
From January 1, 2023, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including Other receivables – related parties.
Upon adoption, the Company recorded nil allowance for credit losses.
Lease
On January 1, 2020, the Company adopted ASU 2016-02 Leases (Topic 842) (“Topic 842”) issued by the FASB, using the modified retrospective transition method. The Company has elected the package of practical expedients permitted which allows the Company not to reassess the following at adoption date:
(i) whether any expired or existing contracts are or contains a lease, (ii) the lease classification for any expired or existing leases, and (iii) initial direct costs for any expired or existing leases (i.e. whether those costs qualify for capitalization under ASU 2016-02). The Company also elected the short-term lease exemption for certain classes of underlying assets including office space, warehouses and equipment, with a lease term of 12 months or less.
The Company determines whether an arrangement is or contain a lease at inception. The Company classifies a lease as a finance lease when the lease meets any of the following criteria at lease commencement:
| a. | The lease transfers ownership of the underlying asset to the lessee by the end of the lease term; |
| b. | The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise; |
| c. | The lease term is for the major part of the remaining economic life of the underlying asset; |
| d. | The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with ASC 842 paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset; |
| e. | The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
All leases of the Company are currently classified as financing leases. The Company recognizes a lease in the financial statement when the arrangement either explicitly or implicitly involves property, plant or equipment (“PP&E”), the contract terms are dependent on the useful life of the PP&E, and the Company have the ability or right to control the PP&E or to direct others to control the PP&E and receive the majority of the economic benefits of the assets. Financing lease liability, current, and financing lease liability, non-current in the Company’s consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The financing lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term.
The Company applied its interest rate based on the actual incremental borrowing rate from the leasing contract that is available at lease commencement date in determining the lease interest expense. The Company’s lease terms may include options to extend or terminate the lease. Lease expenses for lease payments are recognized on a straight-line basis over the lease term, under depreciation expenses.
The Company reviews the impairment of its financing lease assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its asset group when events or changes in circumstances occur that indicate that the carrying value of the asset group may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset group from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of financing lease liabilities in the tested asset group and include the associated financing lease payments in the undiscounted future pre-tax cash flows.
| F-34 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Property and Equipment, net
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation and amortization are provided for on a straight-line basis over the estimated useful lives of the related assets as follows:
Schedule of Property Plant and Equipment Net of Accumulated Depreciation
| Building | ||
| Land | ||
| Renovation | ||
| Furniture and fixtures | ||
| Motor vehicles | ||
| Electronic equipment | ||
| Machinery | ||
| Forklift |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of operations and comprehensive income (loss) in other income or expenses.
The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Deferred Offering Cost
Deferred offering costs consist of legal,
accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the initial public
offering. These costs, together with the underwriting discounts and commissions, will be charged to permanent equity upon completion of
the initial public offering. Should the initial public offering prove to be unsuccessful, these deferred costs, as well as additional
expenses to be incurred, will be charged to expenses. As of December 31, 2023 and 2024, the Company has incurred and deferred SGD
Impairment of Long-Lived Assets
The Company reviews the recoverability of its long-lived assets, such as property
and equipment, whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact
the future use of the assets) indicate that the carrying amount of an asset group may no longer be recoverable. When these events occur,
the Company measures impairment by comparing the carrying value of the asset group to the estimated undiscounted future cash flows expected
to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the
carrying amount of the asset group, the Company would recognize an impairment loss, which is the excess of carrying
amount over the fair value of the assets, using the expected future discounted cash flows. There were
Revenue Recognition
The Company adopted the revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, starting January 1, 2020.
The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
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 the Company satisfies a performance obligation.
| F-35 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services transfer to the customer. It is customary practice for the Company to have the agreements with its customers in writing. The Company recognizes revenue based on the consideration specified in the applicable agreement.
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on the Company’s consolidated balance sheets as “Contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms, until certain conditions are met or the project is completed.
The Company will recognize the revenue of sales of construction material when the performance obligation is satisfied by transferring a promised good or service to the customer. Control of the goods is transferred to the customer, generally on delivery of the goods.
Revenue from service orders is recognized when the entity satisfied the performance obligation at a point in time generally as the services are provided.
The contracts which the Company enters into with the clients are fixed price and provide for milestone billings based upon the attainment of specific project objectives to ensure the Company meets its contractual requirements. Additionally, contracts may include retentions or holdbacks paid at the end of a project to ensure that Company meets the contract requirements. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between payment by the customers and the transfer of promised services to the customers will be less than one year.
Since the Company has concluded that the promises to be delivered on the contract would be one single performance obligation, no allocation of the transaction price is required and expected. As a professional interior design and fit-out service provider, the Company recognizes revenue based on the Company’s effort or inputs to the satisfaction of a performance obligation over time as work progresses because of the continuous transfer of control to the customer and the Company’s right to bill the customer as costs are incurred.
The Company’s contract with the customer has payment terms specified based upon certain conditions completed. The Company will submit monthly progress claim to the customer, and after the Company received the certified interim progress certificate, the Company will issue a tax invoice to the customer. The final tax invoice is generally issued after the project completion and agreed by customer and the Company. As the Company’s customers are required to pay the Company at different billing stages over the contract period, as such, the Company believes the progress payments limit the Company’s exposure to credit risk and that the Company would be able to collect substantially all of the consideration gradually at different stages. The timing of the satisfaction of the Company’s performance obligations is based upon the cost-to-cost measure of progress method, which is generally different than the timing of unconditional right of payment, and is based upon certain conditions completed as specified in the contract. The timing between the satisfaction of the Company’s performance obligations and the unconditional right of payment would contribute to contract assets and contract liabilities.
The Company uses the ratio of actual costs incurred to total estimated costs since costs incurred (an input method) represent a reasonable measure of progress towards the satisfaction of a performance in order to estimate the portion of revenue earned. This method faithfully depicts the transfer of value to the customer when the Company is satisfying a performance obligation that entails a number of interrelated tasks or activities for a combined output that requires the Company to coordinate the work of employees and subcontractors. Contract costs typically include direct labor, subcontract and consultant costs, materials and indirect costs related to contract performance. Changes in estimated costs to complete these obligations result in adjustments to revenue on a cumulative catch-up basis, which causes the effect of revised estimates to be recognized in the current period. Changes in estimates can routinely occur over the contract term for a variety of reasons including changes in scope, unanticipated costs, delays or favorable or unfavorable progress than original expectations. When the outcome of the contract cannot be reasonably measured, revenue is recognized only to the extent of contract costs incurred that are expected to be recovered.
| F-36 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
When the current estimates of the total amount of consideration expected to be received in exchange for transferring promised goods or services to the customer, and contract cost indicate a loss, a provision for the entire loss on the contract is made as soon as the loss become evident. An adjustment is also made to reflect the effects of the customer’s credit risk. The loss on a contract is reported as an additional contract cost (an operating expense), and not as a reduction of revenue or a non-operating expense.
The Company’s contracts may contain variable consideration in the form of unpriced or pending change orders or claims that either increase or decrease the contract price. Variable consideration is generally estimated using the expected value method but may from time to time be estimated using the most likely amount method depending on the circumstance. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are based upon historical experience and known trends.
The following table presents revenue classified by timing of revenue recognition for the years ended December 31, 2023 and 2024, respectively:
Schedule of Timing of Revenue Recognition
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Point in time | ||||||||||||
| Over time | ||||||||||||
| Total revenue | ||||||||||||
The following table presents revenue by major revenue type for the years ended December 31, 2023 and 2024, respectively:
Schedule of Major Revenue
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Revenue from construction contracts | ||||||||||||
| Sales of construction materials | ||||||||||||
| Total | ||||||||||||
Warranty
The Company generally provides limited warranties for work performed under its contracts. At the time a sale is recognized, the Company records estimated future warranty costs under ASC 460. Such estimated costs for warranties are estimated at completion and these warranties are not service warranties separately sold by the Company. Generally, the estimated claim rates of warranty are based on actual warranty experience or Company’s best estimate. There were no such reserves for the years ended December 31, 2023 and 2024 because the Company’s historical warranty expenses were immaterial to the Company’s consolidated financial statements.
| F-37 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Contract Assets and Contract Liabilities
Projects with performance obligations recognized over time that have revenue recognized to date in excess of cumulative billings are reported on consolidated balance sheets as “Contract assets”. Contract retentions, included in contract assets, represent amounts withheld by clients, in accordance with underlying contract terms, until certain conditions are met or the project is completed. Provisions for estimated losses of contract assets on uncompleted contracts are made in the period in which such losses are determined.
Contract assets have billing term with unconditional right to be billed beyond one year are classified as non-current assets.
Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized and provisions for losses. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.
Cost of Revenue
The Company’s cost of revenue is primarily comprised of the material costs, subcontracting costs and staff costs. These costs are expenses as incurred.
Borrowing Costs
All borrowing costs are recognized in interest expenses in the consolidated statement of operations and comprehensive income (loss) in the period in which they are incurred.
Advertising Costs
The Company expenses advertising costs as
incurred and were included as part of selling and marketing expenses. There were
Employee Benefit Plan
Employees of the Company located in Singapore participate in a compulsory saving scheme (pension fund) for the retirement of residents in Singapore. Employees are required to contribute monthly to mandatory provident fund schemes provided by approved private organizations, according to their salaries and the period of employment. The Company is required to contribute to the plan based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. Total expenses for the plan were SGD and SGD (USD ) for the years ended December 31, 2023 and 2024, respectively.
| F-38 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. The Company has recognized deferred tax assets for temporary differences, operating losses and tax credit carryforwards. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. The accruals for deferred tax assets and liabilities, including deferred income tax assets and liabilities, are subject to significant judgment and are reviewed and adjusted routinely based on changes in facts and circumstances. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes”, prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.
An uncertain tax position is recognized
as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount
recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not
meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment
of income tax are classified as income tax expense in the period incurred.
The Company believes there were
Segment Reporting
The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so. The Company adopted ASU 2023-09 for the year beginning on January 1, 2024. The adoption of ASU 2023-07 does not have a material impact on the Company’s consolidated balance sheets, statements of operations and comprehensive income (loss), cash flows or disclosures. Refer to Note 15, Segment Reporting for the inclusion of the new required disclosures.
(Loss) earnings per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS are computed by dividing income available to ordinary shareholders of the Company by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31, 2023 and 2024, there were dilutive shares.
Comprehensive Income or loss
Comprehensive Income (Loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income.
| F-39 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Concentration, risks and uncertainties
Significant Risks
Currency Risk
The Company’s operating activities are transacted in SGD. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Company considers the foreign exchange risk in relation to transactions denominated in SGD with respect to USD is significant.
Concentration and Credit Risk
Financial instruments that potentially subject
the Company to the concentration of credit risks consist of cash and accounts receivable. The maximum exposures of such assets to credit
risk are their carrying amounts as of the balance sheet dates. The Company deposits its cash with financial institutions located in Singapore.
As of December 31, 2023 and 2024, SGD
For the credit risk related to accounts receivable, the Company performs periodic credit evaluations of its customers’ financial condition and generally does not require collateral. The Company establishes an allowance for credit losses based upon estimates, factors surrounding the credit risk of specific customers and other information. The allowance amounts were immaterial for all periods presented. The management believes that its contract acceptance, billing, and collection policies are adequate to minimize material credit risk. Application for progress payment of contract works is made on a regular basis. The Company seeks to maintain strict control over its outstanding receivables. Overdue balances are reviewed regularly by the Directors.
For the years ended December 31, 2023 and 2024, all of the Company’s assets were located in Singapore and all of the Company’s revenue were derived from its subsidiary located in Singapore. The Company has a concentration of its revenue and accounts receivable with specific customers and purchases and accounts payable with specific suppliers.
| F-40 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
For the year ended December 31, 2023,
four customers accounted for approximately
As of December 31, 2023, four customers’
accounts receivable accounted for approximately
For the year ended December 31, 2023,
none of the suppliers accounted for
As of December 31, 2023, two supplier’s
accounts payable accounted for approximately
Interest rate risk
Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates are not material. The Company has not used any derivative financial instruments to manage the interest risk exposure.
Recently Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
| F-41 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The intent of ASU 2023-09 is to improve the disclosures around a company’s rate reconciliation information and certain types of income taxes companies are required to pay. Specifically, these new disclosure requirements will provide more transparency regarding income taxes companies pay in the United States and other countries, along with more disclosure around a company’s rate reconciliation, among other new disclosure requirements, such that users of financial statements can get better information about how the operations, related tax risks, tax planning and operational opportunities of companies affect their effective tax rates and future cash flow prospects. ASU 2023-09 is effective for annual fiscal years beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments under ASU 2023-09 should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the potential impact of ASU 2023-09 on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Both early adoption and retrospective application are permitted. The Company is currently evaluating the impact that the adoption of these standards will have on its consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.
3. Accounts Receivable, net
Accounts receivable, net consisted of the following as of December 31:
Schedule of Accounts Receivable
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Accounts receivable | ||||||||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
Movement of the allowance for accounts receivable were as follows for the years ended December 31, 2023 and 2024, respectively:
Schedule of Allowance for Accounts Receivable
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the year | ||||||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ||||||||||
| Balance at end of the year | ||||||||||||
| F-42 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
4. Contract Assets/(Liabilities)
Contract assets that have billing terms with unconditional rights to be billed beyond one year are classified as non-current assets.
Contract assets consisted of the following as of December 31:
Schedule of Contract Assets
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Revenue recognized to date | ||||||||||||
| Less: Progress billings to date | ( | ) | ( | ) | ( | ) | ||||||
| Less: Credit losses | ( | ) | ( | ) | ( | ) | ||||||
| Contract assets, current | ||||||||||||
Movement of the allowance for contract assets were as follows for the years ended December 31, 2023 and 2024 respectively:
Schedule of Allowance for Contract Assets
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the year | ||||||||||||
| Addition | ||||||||||||
| Write-off | ( | ) | ( | ) | ( | ) | ||||||
| Balance at end of the year | ||||||||||||
Contract liabilities consisted of the following as of December 31:
Schedule of Contract Liabilities
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Billings in advance of performance obligation under contracts | ||||||||||||
Contract liabilities related to contracts are balances due to customers under contracts. These arise if a particular milestone payment exceeds the revenue recognized to date under the cost-to-cost method.
The movement in contract liabilities is as follows for the years ended December 31, 2023 and 2024, respectively:
Schedule of Movement in Contract Liabilities
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the year | ||||||||||||
| Decrease in contract liabilities as a result of recognizing revenue during the year was included in the contract liabilities at the beginning of the year | ( | ) | ( | ) | ( | ) | ||||||
| Increase in contract liabilities as a result of billings in advance of performance obligation under contracts | ||||||||||||
| Balance at end of the year | ||||||||||||
| F-43 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
5. Prepayments and Other Current Assets
Prepayments and other current assets consisted of the following as of December 31:
Schedule of Prepayments and Other Current Assets
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Other deposits | ||||||||||||
| Prepayments | ||||||||||||
| Prepayment and other current assets | ||||||||||||
6. Property, plant and equipment, net
Property, plant and equipment
Property and equipment, stated at cost less accumulated depreciation and amortization, consisted of the following as of December 31:
Schedule of Property, Plant and Equipment
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Building and land | ||||||||||||
| Furniture and fixtures | ||||||||||||
| Motor vehicles | ||||||||||||
| Electronic equipment | ||||||||||||
| Machinery | ||||||||||||
| Renovation | ||||||||||||
| Forklift | ||||||||||||
| Subtotal | ||||||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Property and Equipment, net | ||||||||||||
Depreciation expenses of property
and equipment totaled SGD
7. Investment under equity method
Components of investment under equity method are as follows as of December 31:
Schedule of Investment Under Equity Method
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Cost of investment in joint venture | ||||||||||||
| Accumulated share of losses in joint venture | ( | ) | ( | ) | ( | ) | ||||||
| Total | ||||||||||||
| F-44 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
8. Leases
Financing leases as lessee
As of December 31, 2023 and 2024, the Company has financing leases with the financial institutions on its consolidated balance sheets for hire purchase of motor vehicle.
The following table shows financing lease liabilities from the financial institutions, and the associated financial statement line items as follows as of December 31:
Schedule of Finance Lease
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Liabilities | ||||||||||||
| Financing lease liabilities current | ||||||||||||
| Financing lease liabilities non-current | ||||||||||||
As of December 31, 2023 and 2024, leased assets which are included in the “Property, plant and equipment” of the consolidated balance sheet of following as of December 31:
Schedule of Finance Lease Asset
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Motor vehicles at cost | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Motor vehicles, net | ||||||||||||
Information relating to financing lease activities during the years ended December 31, 2023 and 2024 are as follows:
Schedule of Financing Lease Expenses
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Financing lease expenses | ||||||||||||
| Depreciation | ||||||||||||
| Interest on lease liabilities | ||||||||||||
| Total financing lease expenses | ||||||||||||
Maturities of lease liabilities as of December 31, 2024 were as follows:
Schedule of Maturities of Lease Liabilities
| SGD | USD | |||||||
| For the year ending December 31, | ||||||||
| 2025 | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | ||||||||
| F-45 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
The following table shows the weighted-average lease terms and discount rates as of December 31, 2023 and 2024 for finance leases:
Schedule of Weighted-Average Lease Terms and Discount Rates
| 2023 | 2024 | |||||||
| Weighted average remaining lease term (Years) | ||||||||
| Finance leases | ||||||||
| Weighted average discount rate (%) | ||||||||
| Finance leases | ||||||||
Operating leases
The Company enter a
The following table shows operating lease liabilities and the associated financial statement line items:
Schedule of Operating Lease Liabilities
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Liabilities | ||||||||||||
| Operating lease liabilities – current – related party | ||||||||||||
| – non current – related party | ||||||||||||
| Total | ||||||||||||
As of December 31, 2023 and 2024, “Right-of-use assets, net” consisted of the following:
Schedule of Operating Lease Liabilities - Right of use Assets, Net
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Right of use assets – related party | ||||||||||||
| Less: Accumulated amortization | ||||||||||||
| Right of use assets, net – related party | ||||||||||||
| F-46 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Information related to operating lease activities during the periods are as follows:
Schedule of Operating Lease Activities
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Operating lease expenses | ||||||||||||
| Amortization | ||||||||||||
| Interest of lease liabilities | ||||||||||||
| Total operating lease expenses | ||||||||||||
Future operating lease payments as of December 31, 2024 are detailed as follows:
Schedule of Operating Lease Payments
| SGD | USD | |||||||
| For the year ending December 31, | ||||||||
| 2025 | ||||||||
| Year 1 | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| Less: Current portion | ||||||||
| Long-term potion of | ||||||||
The following table shows the weighted-average lease terms and discount rates as of December 31, 2023 and 2024 for operating leases:
Schedule of Weighted-Average Lease Terms and Discount Rates
| 2023 | 2024 | |||||||
| Weighted average remaining lease term (Years) | ||||||||
| Operating leases | - | |||||||
| Weighted average discount rate (%) | ||||||||
| Operating leases | ||||||||
| F-47 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
9. Accrued Expenses and Other Current Liabilities
Components of accrued expenses and other current liabilities are as follows as of December 31:
Schedule of Accrued Expenses and Other Current Liabilities
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Accruals for operating expenses | ||||||||||||
| Retention payable | ||||||||||||
| Other payables | ||||||||||||
| Total | ||||||||||||
10. Bank Borrowings
Components of bank borrowings are as follows as of December 31:
Schedule of Bank Borrowings
| Interest rate | 2023 SGD | 2024 SGD | 2024 USD | ||||||||||||||||
| UOB – Loan 1 (Property) | (1) | ||||||||||||||||||
| UOB – Loan 2 (Bridging Loan) | (2) | ||||||||||||||||||
| Trust Receipt | (3) | ||||||||||||||||||
| Less: current portion of long-term bank borrowings | ( | ) | ( | ) | ( | ) | |||||||||||||
| Non-current portion of long-term bank borrowings | |||||||||||||||||||
| (1) | ||
| (2) | ||
| (3) |
As of December 31, 2024, the Company does not incur any new trust receipts. |
Interest expenses pertaining to the
above bank borrowings for the years ended December 31, 2023 and 2024 amounted to SGD
Components of bank borrowings interest are as follows as of December 31:
Schedule of Bank Borrowings Interest
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| UOB – Loan 1 (Property) | ||||||||||||
| UOB – Loan 2 (Bridging Loan) | ||||||||||||
| Trust Receipt | ||||||||||||
| Total | ||||||||||||
| F-48 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Maturities of the bank borrowings were as follows:
Schedule of Maturities Bank Borrowings
| SGD | USD | |||||||
| For the year ending December 31, | ||||||||
| 2025 | ||||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Total bank borrowings repayments | ||||||||
| Current portion of long-term bank borrowings | ||||||||
| Non-current portion of long-term bank borrowings | ||||||||
| Less: imputed interest | ( | ) | ( | ) | ||||
| Total | ||||||||
11. Income Taxes
Cayman Islands and British Virgin Islands
Under the current laws of the Cayman Islands and the British Virgin Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company to its shareholders, no Cayman Islands and BVI withholding tax will be imposed.
Singapore
In accordance with the relevant tax laws and regulations of Singapore, a company registered in Singapore is subject to income taxes at a flat rate of 17%.
Schedule of Relevant Tax Laws and Regulations
| For the years ended December 31, | ||||||||||||
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Income before provision for income taxes is attributable to the following geographic locations: | ||||||||||||
| Singapore | ( | ) | ( | ) | ( | ) | ||||||
| Foreign | ||||||||||||
| Total income (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||
The following table reconciles Singapore statutory rates to the Company’s effective tax:
Schedule of Reconciles Singapore Statutory Rates
| For the years ended December 31, | ||||||||||||
| 2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Profit (loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Non-deductible depreciation | - | % | - | % | - | % | ||||||
| Non-deductible professional fees | - | % | - | % | - | % | ||||||
| Other non-deductible expenses | - | % | - | % | - | % | ||||||
| Tax rebate and exemption | % | % | % | |||||||||
| Effective tax rate | % | % | % | |||||||||
The Company measures deferred tax assets and liabilities based on the difference between the financial statement and tax bases of assets and liabilities at the applicable tax rates. Components of the Company’s deferred tax asset and liability are as follows:
Schedule of Deferred tax Assets and Liability
| 2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Allowance for credit loss | ||||||||||||
| Lease liabilities | ||||||||||||
| Net operating loss carried forward | ||||||||||||
| Total deferred tax assets | ||||||||||||
| Deferred tax liabilities: | ||||||||||||
| Right-of-use assets | ( | ) | ( | ) | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net deferred tax asset: | ||||||||||||
| F-49 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2023 and 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income taxes for the years ended December 31, 2023 and 2024. The Company also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2024.
The tax years ended December 31, 2021 through 2024 for the Company’s subsidiary in the Singapore is generally subject to examination by the Singapore tax authorities.
12. Related Party Balance and Transactions
The following is a list of related parties which the Company has transactions with:
| (a) | Fine Build-Ninefold Group Construction Company (Private) Limited |
A Joint-Venture (JV) incorporated in Sri Lanka in year 2017 to bid a local project, FBS SG holding 30% shares of the JV. The Company started transferring the share to 3rd party in late 2019, however due to Covid-19 pandemic, the share transfer is still pending for the local secretary to execute. Currently, FineBuild only supply material to the JV.
| (b) | 54 Pandan Road Pte Ltd |
A related company under common control with FBS SG as Mr. Kelvin Ang (also known as Poh Guan Ang) acts as the sole director in this company.
| (c) | Fastfix Systems Pte Ltd |
A related company under common control with FBS SG as Mr. Kelvin Ang acts as the sole director in this company.
| (d) | Kelvin Ang |
Present sole director and shareholder of FBS Global Limited.
| (e) | Ang Poh Hwee |
Project director of FBS Global Limited.
| a. | Accounts receivable – related party |
As of December 31, 2023 and 2024, the balances of Accounts receivable – related party were as follows:
Schedule of Accounts Receivable Related Party and Allowance for Credit Loss
| 2023 | 2024 | 2024 | ||||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Accounts receivable – related party | ||||||||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | (1) | |||||||||||||||
| Allowance for credit loss | (1) | ( | ) | ( | ) | ( | ) | |||||||||
| Total | ||||||||||||||||
| F-50 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Movement of the allowance for credit loss were as follows for the years ended December 31, 2023 and 2024, respectively:
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the year | ||||||||||||
| Exchange rate effect | ( | ) | ( | ) | ( | ) | ||||||
| Balance at end of the year | ||||||||||||
| b. | Other receivables – related parties |
As of December 31, 2023 and 2024, the balances of other receivables-related parties were as follows:
Schedule of Other Receivable Related Party Allowance for Credit Loss
| 2023 | 2024 | 2024 | ||||||||||||||
| SGD | SGD | USD | ||||||||||||||
| Other receivables – related parties | ||||||||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | (3) | |||||||||||||||
| Allowance for credit loss | (3) | ( | ) | ( | ) | ( | ) | |||||||||
| 54 Pandan Road Pte Ltd | (2) | |||||||||||||||
| Ang Poh Hwee | (4) | |||||||||||||||
| Total | ||||||||||||||||
Movement of the allowance for credit loss were as follows for the years ended December 31, 2023 and 2024, respectively:
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Balance at beginning of the year | ||||||||||||
| Exchange rate effect | ( | ) | ||||||||||
| Balance at end of the year | ||||||||||||
| (1) | Supply construction material to the Joint Venture company. The Company may not be able to collect amounts due under COVID-19’s negative impact to the joint venture’s operation and financial condition, and the Company reserved 100% allowance for credit loss. | |
| (2) | ||
| (3) | ||
| (4) |
| c. | Due to related parties |
As of December 31, 2023 and 2024, the balances of amount due to related parties were as follows:
Schedule of Due to Related Parties and Related Party Transactions
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Due to related parties | ||||||||||||
| Kelvin Ang | ||||||||||||
| Total | ||||||||||||
| F-51 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
| d. | Related party transactions |
| 2023 | 2024 | 2024 | ||||||||||
| SGD | SGD | USD | ||||||||||
| Fine Build-Ninefold Group Construction Company (Private) Limited | ||||||||||||
| Supply construction material | ||||||||||||
| 54 Pandan Road Pte Ltd | ||||||||||||
| Rental of warehouse | ||||||||||||
| Fastfixs Systems Pte Ltd | ||||||||||||
| Consultation fee | ||||||||||||
| Supply of labors | ||||||||||||
| e. | Commitments |
On November 25, 2020, the Company guaranteed
a
The Company also guaranteed a SGD
Ordinary shares
The Company was established under the laws of the Cayman Islands on March 10, 2022. The authorized number of Ordinary Shares was with par value of $ per share. On August 2, 2022, the Company issued shares to the controlling shareholder at par value of $ per share. As a result, there are total shares issued.
In financial year 2019 the subsidiary declared
SGD
On January 26, 2022, the subsidiary FBS
SG issued shares to two new shareholders, Master Stride Limited (“Master Stride”) and Fame Hall Investment Limited
(“Fame Hall”), with consideration of SGD per share. Master Stride subscribed ordinary shares for SGD
On February 7, 2025, the Company closed
its IPO of ordinary shares. The Shares were priced at $ per share and the gross proceeds of this offering was $
14. Commitments and Contingencies
Commitments
On November 25, 2020, the Company guaranteed
a
The Company also guaranteed a SGD
| F-52 |
FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
The Company also has a banker’s guarantee
totaling SGD
As of December 31, 2024, the future minimum payments under certain of the Company’s contractual obligations were as follows:
Schedule of Future Minimum Payments of Contractual Obligations
| Payment Due In | ||||||||||||||||||||
| Total SGD | Less than 1 year | 1 – 2 years | 3 – 5 years | Thereafter | ||||||||||||||||
| Bank borrowings | ||||||||||||||||||||
| Financing lease | ||||||||||||||||||||
| Operating lease | ||||||||||||||||||||
Contingencies
The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matters will have a material adverse effect on its consolidated financial position, cash flows or results of operations on an individual basis or in the aggregate. As of December 31, 2023 and 2024, the Company is not involved in any material legal or administrative proceedings except for the case below with regards to its subsidiary FBS SG, which matter is now resolved.
In August 2021, Newspaper Seng Pte Ltd filed
a claim against the Company for an amount of approximately SGD
15. Segment Reporting
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM), or decision-making group, in deciding how to allocate resources and in assessing performance.
In November 2023, FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands public entities’ segment disclosures, among others, requiring disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss; an amount and description of its composition for other segment items; and interim disclosures of a reportable segment’s profit or loss and assets. This new guidance was effective for us beginning on this annual report for the year ended December 31, 2024, and applied retrospectively to all prior periods presented. The impact of the adoption of this guidance was not material to the Company’s financial position or results of operations, as the requirements impact only segment reporting disclosures in our notes to financial statements.
The Company operates as one operating and reportable segment. All of the Company’s long-lived assets, comprised of property and equipment, are based in Singapore. All of the Company’s revenue was in Singapore for the years ended December 31, 2023 and 2024, based on the location of the customers.
The Company’s CODM is the Company’s Chief Executive Officer. The Company’s CODM assesses performance for the segment and decides how to allocate resources by regularly reviewing the segment net income (loss) that also is reported as consolidated net income (loss) on the statement of operations and comprehensive income (loss), after taking into account the Company’s strategic priorities, its cash balance, and its expected use of cash. Further, the CODM reviews and utilizes revenue (i.e., supply materials or construction contract), cost of revenue (i.e., subcontracting costs, material costs, labor costs, equipment rental cost and overhead costs), and operating expenses (i.e., provision for credit losses, employees’ salaries and benefit, depreciation, legal and professional fees, and administrative expenses) at the consolidated level to manage the Company’s operations. Other segment items mainly included in interest expenses, net and other income, which are reflected in the segment and consolidated net income (loss). The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
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FBS GLOBAL LIMITED
Notes to Consolidated Financial Statements
Schedule of Segment
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| For the years ended December 31, | ||||||||||||
2023 SGD | 2024 SGD | 2024 USD | ||||||||||
| Revenue | ||||||||||||
| Supply materials | ||||||||||||
| Revenue from contracts | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue | ||||||||||||
| Subcontracting costs | ||||||||||||
| Material costs | ||||||||||||
| Labor costs | ||||||||||||
| Equipment rental costs | ||||||||||||
| Overhead costs | ||||||||||||
| Total cost of revenue | ||||||||||||
| Gross profit | ||||||||||||
| Operating expenses | ||||||||||||
| Provision for credit losses | ||||||||||||
| Employees’ salaries and benefit | ||||||||||||
| Depreciation | ||||||||||||
| Legal and Professional fees | ||||||||||||
| Administrative expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expense) | ||||||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Finance expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income | ||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||
| Total other income, net | ||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax (expense) benefit | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
16. Subsequent Events
The Company evaluated all events and transactions that occurred after December 31, 2024 up through the date the Company issued these financial statements and noted that there are no other subsequent events that would require recognition or disclosure in the Company’s consolidated financial statements except for the events mentioned below.
On February 7, 2025, the Company closed
its IPO of ordinary shares. The Shares were priced at $ per share and the gross proceeds of this offering was $
On February 18, 2025, the Company entered into a research and development agreement with a third party and prepaid
US$
On
March 7, 2025, the Company acquired Bright Bless Developments Limited as a wholly-owned subsidiary for USD
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