JBDI 20-F
JBDI Holdings Ltd (JBDI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Financial Year Ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number:
(Exact name of Registrant as specified in its charter)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
Telephone:
Email: [email protected]
At the address of the Company set forth above
(Name, Telephone, email and/or fax number and address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| The
|
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Ordinary Shares, US$ per share, at May 31, 2026*
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.
Yes
☐
If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934.
Yes
☐
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | |||
| Emerging
Growth Company |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)
Yes
☐ No
* A Reverse Stock Split was effected June 29, 2026, which decreased the Company’s issued and outstanding Ordinary Shares from 19,029,064 (plus 758,436 treasury shares) to 9,514,532 Ordinary Shares (plus 379,218 treasury shares).
TABLE OF CONTENTS
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “plan,” “expect,” “intend,” “should,” “seek,” “estimate,” “will,” “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the Securities and Exchange Commission (the “SEC”), other information sent to our shareholders and other written materials.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth under “Risk Factors.”
FINANCIAL STATEMENTS AND CURRENCY PRESENTATION
Basis of Presentation
Unless otherwise indicated, all financial information contained in this Annual Report is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).
Certain amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
Financial Information in U.S. Dollars
Our reporting currency is the United States Dollar. This Annual Report also contains translations of certain foreign currency amounts into United States Dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore Dollars into United States Dollars for amounts relevant to the financial year ended May 31, 2026 were made at S$1.2778 to US$1.00; translations for amounts relevant to the financial year ended May 31, 2025 were made at S$1.2893 to US$1.00; and translations for amounts relevant to the financial year ended May 31, 2024 were made at S$1.3509 to US$1.00 in accordance with our internal exchange rate. We make no representation that the Singapore Dollar or United States Dollar amounts referred to in this Annual Report could have been or could be converted into United States Dollars or Singapore Dollars, as the case may be, at any particular rate or at all.
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RECENT EVENTS
Reverse Stock Split
On May 28, 2026, the Company held its annual general meeting of members (the “2026 AGM”) at the offices of the Company during which the members approved a share consolidation (the “Reverse Split”) of the Company’s issued Ordinary Shares in a ratio of 1 for 2 (the “Reverse Split Ratio”), provided that the Board of Directors may, in its sole and absolute discretion, elect to either: (i) effect the Reverse Split; or (ii) not effect the Reverse Split, and provided further that the Board of Directors shall have the authority, but not the obligation, in its sole discretion and without any further action on the part of the members, to effect the Reverse Split at any time during the 12 month period following approval of the Reverse Split by the members when it believes the Reverse Split to be most advantageous and in the best interests of the Company.
The Board of Directors of the Company believed it was in the best interests of the Company and its members to effect the Reverse Split in the ratio of 1 for 2 Ordinary Shares for the purpose of: (i) satisfying Nasdaq listing standards; and (ii) increasing the market price of the Company’s Ordinary Shares. See “—Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard,” below.
Therefore, on June 16, 2026, the Board of Directors approved the effectuation of the Reverse Split at the Reverse Split Ratio effective June 29, 2026. The Reverse Split decreased the Company’s issued and outstanding Ordinary Shares from 19,029,064 (plus 758,436 treasury shares) to 9,514,532 Ordinary Shares (plus 379,218 treasury shares). The par value of the Ordinary Shares increased from $0.0005 to $0.001 per share.
No fractional shares were issued as a result of the Reverse Split. Any fractional shares resulting from the Reverse Split were rounded up to the nearest whole share at the participant level.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
The 2026 Deficiency Letter. On January 7, 2026, we received a letter dated January 7, 2026 (the “2026 Determination Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”). The 2026 Determination Letter indicated that the bid price of the Company’s listed security had closed at less than $1 per share (the “Minimum Bid Price”) over the previous 30 consecutive business days from November 21, 2025 through January 6, 2026 and, as a result, did not comply with Listing Rule 5550(a)(2) (the “Rule”). In accordance with the Rule, the Company was provided 180 calendar days, or until July 6, 2026, to regain compliance with the Rule.
On July 15, 2026, we received a notice from Nasdaq (the “2026 Notice”) informing us that we had regained compliance with Nasdaq’s bid price requirement in Listing Rule 5450(a)(1), and that we therefore were in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, our Ordinary Shares will continue to be listed on the Nasdaq Capital Market and Nasdaq considers the matter closed.
Notice of Failure to File Interim Balance Sheet and Income Statement as of the End of Second Quarter on Form 6-K and Subsequent Filing and Compliance
On June 3, 2025, we received a deficiency notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC stating that we had not yet filed our interim balance sheet and income statement as of the end of our most recent second quarter and thus no longer complied with Listing Rule 5250(c)(1) for continued listing.
On June 5, 2025, we filed with the Securities and Exchange Commission on Form 6-K our unaudited condensed consolidated financial statements for the six-month periods ended November 30, 2024 and 2023, including our balance sheet for the six-month period ended November 30, 2024 and our income statement for the six-month periods ended November 30, 2024 and 2023.
On June 9, 2025, we received a compliance letter from Nasdaq informing us that we had regained compliance with the periodic filing requirement under Nasdaq Listing Rule 5250(c)(1), and that we were therefore in compliance with the Nasdaq Capital Market’s listing requirements. Accordingly, our Ordinary Shares will continue to be listed on the Nasdaq Capital Market and Nasdaq considers the matter closed.
The 2024 Deficiency Letter. On December 12, 2024, we received a letter dated December 12, 2024 (the “2024 Determination Letter”) from Nasdaq informing us that our Ordinary Shares had failed to maintain the Minimum Bid Price of $1.00 per share over the previous 30 consecutive business days as required by the Rule. Nasdaq later determined that for the eleven consecutive business days from May 16 through June 2, 2025, the closing bid price of our Ordinary Shares had been at $1.00 per share or greater.
On June 3, 2025, we received a notice from Nasdaq (the “2025 Notice”) informing us that we had regained compliance with Nasdaq’s bid price requirement in Listing Rule 5450(a)(1), and that we therefore were in compliance with the Nasdaq Capital Market’s listing requirements.
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Change in Auditors
On June 13, 2025, the Company dismissed Onestop Assurance PAC (“OneStop”) and engaged YCM CPA INC. (“YCM”) as its new independent registered public accounting firm. YCM’s appointment as the Company’s independent registered public accounting firm for the financial year ended May 31, 2025 was ratified by the Company’s members at the Company’s Annual General Meeting held on June 9, 2025 (the “2025 AGM”).
Subsequently, on May 28, 2026, the Company dismissed YCM as the Company’s independent registered public accounting firm. The Audit Committee re-selected OneStop Assurance PAC to serve as the independent registered public accounting firm of the Company for the fiscal year ended May 31, 2026. OneStop’s appointment as the Company’s independent public accounting firm of the Company for the fiscal year ended May 31, 2026 was ratified by the Company’s members at the Company’s Annual General Meeting held on May 28, 2026. See “Item 16F. Changes in Registrant’s Certifying Accountants.”
Initial Public Offering
On August 28, 2024, we completed our initial public offering (the “IPO”) of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share. Total net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions, expense allowance and related IPO expenses, were approximately $6.7 million. Our Ordinary Shares began trading on August 27, 2024 on the Nasdaq Capital Market under the trading symbol “JBDI.”
PART I
ITEM 1. IDENTITY OF DIRECTORS, OFFICERS, SENIOR MANAGEMENT AND ADVISORS
Not Applicable
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable
ITEM 3. KEY INFORMATION
A. RESERVED
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable
C. REASONS FOR THE OFFER AND USE OF PROCEEDS.
Not applicable
D. RISK FACTORS
An investment in our Ordinary Shares is highly speculative and involves a significant degree of risk. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or a part of your investment. The realization of any of the risks described below could have a material adverse effect on our business, results of operations and future prospects.
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Risks Related to Our Business and Industry
Our business is inherently susceptible to the cyclical fluctuations of the solvent, chemical, petroleum and edible oil product industries worldwide and regionally, in which our customers operate.
Our customers mainly operate in the solvent, chemical, petroleum and edible product oil industries. These industries are largely cyclical in nature and economic downturns and resulting pricing pressures experienced by them have resulted in them reducing their capital and operating expenditures. A slowdown in these industries or the occurrence of any event that may adversely affect these industries such as changes in regulatory environment and economic conditions will result in a decrease in demand for our products and services, and accordingly our business, profitability and financial performance may be adversely affected. These industries are also subject to the impact of the industry cycle, general market and economic conditions and government policies and expenditures, which are factors beyond our control. A decline in the number of purchase orders or service contracts due to these factors may cause us to operate in a more competitive environment, and we may also be required to be more competitive in our pricing which, in turn, may adversely impact our business, financial condition, results of operations and prospects.
We are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our customers and suppliers operate and in the jurisdictions into which we intend to expand our business.
We and our customers and suppliers are governed by the laws, regulations and government policies in each of the various jurisdictions in which we and our customers and suppliers operate or into which we intend to expand our business and operations. Our business and future growth are dependent on the political, regulatory, social and economic conditions in these jurisdictions, which are beyond our control. Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries may materially and adversely affect our business, financial condition, results of operations and prospects.
Generally, we fund our operations via our internal resources and short and long-term financing from banks and other financial institutions. Any disruption, uncertainty and volatility in the global credit markets may limit our ability to obtain the required working capital and financing for our business at reasonable terms and finance costs. If all or a substantial portion of our credit facilities are withdrawn and we are unable to secure alternative funding on acceptable commercial terms, our operations and financial position will be adversely affected. The interest rates for most of our credit facilities are subject to review from time to time by the relevant financial institutions. Given that we rely on these credit facilities to finance our operations and that interest expenses represent a significant percentage of our expenses, any increase in the interest rates of the credit facilities extended to us may have a material adverse impact on our profitability.
Our business is dependent on the general economic conditions in Singapore.
Over 87% of our revenue was derived from our customers in Singapore during the financial years ended May 31, 2025 and 2026. As such, our business is subject to the uncertainties and cyclical nature of the solvent, chemical, petroleum and edible product oil industries in Singapore as the demand for our products and services is dependent, to a large extent, on the level of business activities in the solvent, chemical, petroleum and edible product oil industries in Singapore. In particular, our revenue and profitability may be adversely affected if the demand for solvent, chemical, petroleum and edible product oil products fall. In addition, an economic downturn in Singapore may lead to a reduction in a numerous range of business activities, thereby leading to a subsequent decline in demand for solvent, chemical, petroleum and edible product oil products, and this would have an adverse impact on our revenue and financial performance.
As our business is dependent on our customers’ demand for our products and services in Singapore and we do not enter into long-term contracts with our customers, it is critical that we maintain a good relationship with our customers. We cannot assure you that we will be able to do so. Accordingly, our historical performance may not be an indication of our future performance. In the event that we are not able to maintain our customers and that we are not able to identify new ones to replace them, there would be an adverse impact on our financial performance.
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We are dependent on the need to continually maintain a wide range of containers which are relevant to our customers’ needs.
The needs and preferences of our customers in terms of types and specifications of containers may change as a result of evolving needs, which include plastic or metal industrial containers, new or used, with or without covers, caps, valves, handles, external metal frames, including intermediate bulk containers (“IBC”), plastic drums, metal drums, open-top drums and plastic carboys with different capacities (“Containers”).
Our future success depends on our ability to obtain used and new Containers that meet evolving market demands of our customers. The preferences and purchasing patterns of our customers can change rapidly due to developments in their respective industries. There is no assurance that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability to adapt our products to the requirements and specifications of our customers. There is also no assurance that we will be able to sufficiently and promptly respond to changes in customer preferences to make corresponding adjustments to our products or services, and failing to do so may have a material and adverse effect on our business, financial condition, results of operations and prospects.
As we want to ensure a quick turnaround time for our customers, we normally bid and tender for used Containers in bulk and recondition them in anticipation of the needs of our customers. Reconditioned Containers generally are used Containers, which have gone through the process of: (i) revitalizing through removing their residues and labels; (ii) cleaning interiors and exteriors with vacuum suction, solvents (such as kerosene, Toluene and degreaser), scrubber machines, high pressure water jets/washing hose shoots and/or specialized machines; (iii) repainting their exterior; and/or (iv) restoring them through repairs. For the financial years ended May 31, 2025 and 2026, we had inventories of approximately $0.3 million and $0.2 million, respectively. Any change in customer demand for our products may have an adverse impact on our product sales, which may in turn lead to inventory obsolescence, decline in inventory value or inventory write-off. In that case, our business, financial condition, results of operations and prospects may be materially and adversely affected.
Escalating steel price may increase our costs and adversely affect our profit margin.
Over 70% of our revenue during the financial years ended May 31, 2025 and 2026 was derived from the sale of reconditioned and new Containers. The increase in the price of steel will generally lead to an increase in the price of new steel Containers. As the price of used steel Containers is generally pegged to the price of new steel Containers, the fluctuation in the price of steel (which is dependent on various factors such as the cost of raw materials, shipping cost, energy prices, demand and supply) will have a direct impact on our operating costs, which in turn will affect our profit margin. As such, escalating steel price may increase our costs and adversely affect our profit margin if we are unable to pass on the increase in costs to our customers, which would have an adverse impact on our revenue and financial performance.
Our continued success is dependent on our key management personnel and our other experienced and skilled personnel and our business may be severely disrupted if we are unable to retain them or to attract suitable replacements.
Since the commencement of our business, Mr. Lim Chwee Poh (“Mr. Lim CP”), our Executive Director and Chief Executive Officer and one of our founding shareholders, has been instrumental in expanding our business and his brother, Mr. Lim Kim Seng (“Mr. Lim KS”), has been supporting in sales since inception. His two sons, namely Mr. Lim Tze Ming (“Mr. Lim TM”) and Mr. Lim Tze Chong (“Mr. Lim TC”) also joined our Group in 1999 and 2003 to look after sales and operations, respectively. We rely on the wide network, contacts and experience of our Executive Directors, Executive Officers and senior management, Mr. Lim CP, Mr. Lim KS, Mr. Lim TM, Mr. Lim TC, Mr. Liang Zhao Rong and Mr. Quek Che Wah, which was built collectively over four decades, in particular, sourcing for used and new Containers from new and existing suppliers and sales of reconditioned and used Containers.
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Our performance depends on the continued service and performance of our Executive Directors, Executive Officers and senior management, and in particular Mr. Lim CP because he plays an important role in guiding the implementation of our business strategies and future plans. The working and business relationships that our Executive Directors, Executive Officers and senior management have developed with our main suppliers and customers over the years is important for the future development of our business. If any of our Executive Directors, Executive Officers and senior management were to terminate their employment with our Group, there is no assurance that we would be able to find suitable replacements with such a vast network of contacts and experience in a timely manner. The loss of services of any of our Executive Directors, Executive Officers and senior management and/or the inability to identify, hire, train and retain other qualified technical, mechanical and operations personnel in the future may materially and adversely affect our business, financial condition, results of operations and prospects.
In addition, although we are dependent on certain key personnel, we do not have any key man life insurance policies on any such individual. Therefore, if any of our key management personnel dies or become disabled, we will not receive any compensation to assist with such individual’s absence. The loss of such person could materially and adversely affect our business, financial condition, results of operations and growth prospects.
We are reliant on skilled labor.
Our operations are dependent on our ability to recruit and retain experienced and skilled workers, technicians, mechanics and drivers who are trained and specialized in certain types of reconditioning and water treatment processes, disposal of industrial wastes or provide maintenance and repair support services. As there is a limited number of skilled personnel in the industry, competition for experienced and skilled personnel is intense. In case of a shortage of such skilled labor for any part of our businesses, we may have to increase their salaries in order to attract and retain their services which will result in an increase in our overall cost of sales and operating expenses. In the event we are unable to pass on the increase in costs to our customers, our financial performance will be adversely affected.
We rely on experienced and skilled personnel for our operations and services and our ability to provide good customer care service depends to a large extent on whether we are able to secure adequately skilled personnel for our operations. If we are unable to employ suitable personnel, or if our personnel do not fulfill their roles or if we experience a high turnover of experienced and skilled personnel without suitable, timely or sufficient replacements, the quality of our products and/or services may decline, which may adversely affect our business, financial condition, results of operations and prospects.
In addition, the availability of both skilled and unskilled foreign labor is subject to policies imposed by the Ministry of Manpower of Singapore (the “MOM”). The availability, requirements and costs of housing for such workers are also subject to government policies. For the financial years ended May 31, 2025 and 2026, over 50% of our employees were foreign employees; therefore, any change in such policies that reduces the supply of foreign manpower may disrupt our operations, result in an increase in our labor costs and have a material adverse impact on our financial performance. Please refer to “Item 4. Information on the Company - Business Operations - Regulatory Environment” for information on regulations on employment of foreign workers in Singapore.
We are susceptible to fluctuations in the prices and quantity of available machineries and vehicles and their parts which are necessary for our operations.
The operations of our Group are reliant on a large number of machineries and vehicles, such as vacuum suction machines and forklifts. Please see “Item 4. Information on the Company - Business Operations” for further description of our machineries and vehicles. We are exposed to fluctuations in the prices of machineries and vehicles which are necessary for our operations. In the event that we are unable to source any specific parts required to maintain and service such machineries and vehicles at acceptable prices, or if we face any delays or shortages in obtaining sufficient quantity of such parts, we may be unable to deliver our products and services in an efficient manner, which may negatively impact our businesses. Such price fluctuations of machineries and vehicles and shortages and delays in machinery and vehicle spare parts may have a negative impact on our profitability.
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Our reputation and profitability may be adversely affected if there are major defects or failures in our products or services sold to our customers.
As our products may be used by our customers to carry toxic materials and/or hazardous substances and our services to our customers involve the process, disposal and transport of industrial wastes, if there are major defects or failures in our products or services sold to our customers, it may result in leakage of toxic materials and/or hazardous substances which may result in accidents, casualties as well as serious environmental impacts, which in turn may lead to protracted legal disputes and damage to our reputation. We may also be subject to legal and regulatory liabilities such as penalties, sanctions or significant costs and expenses in any dispute as a result of such defects or failures in our products or services. In addition, the industry we operate in is highly regulated by the National Environment Agency of Singapore (the “NEA”), the MOM and other regulatory authorities in Singapore. Where there is any non-compliance of any regulatory requirement of the NEA, the MOM or other regulatory authorities in Singapore, we may be subject to penalties or sanctions as may be imposed by them. This may have an adverse impact on our operations and financial performance.
We believe that we have built up goodwill in our “Jurong Barrels” brand and thus customer loyalty over our close to 40 years of operations. Hence, if there are any major defects or failures in our products or services, such as cracks and holes in our Containers, negligence by our drivers, frequent breakdowns of our vehicles, or due to circumstances beyond our control resulting in negative publicity, our reputation may be adversely affected and our customers may lose confidence in our products and services. In such event, our business and hence our profitability and financial performance may be adversely affected.
Our reputation and financial performance may be adversely affected if there is prolonged machine or vehicle downtime or a significant increase in the cost of operating our machinery or our vehicles, such as the recent increase in diesel fuel costs.
Machine or vehicle downtime occurs when our machine or vehicle is sent for repair and maintenance instead of being deployed for our operations jobsites. In the event that any of our machineries or vehicles experience prolonged downtime due to repair and maintenance needs, our operations and/or our services to our customers may be interrupted or delayed which may affect our reputation as well as our financial performance. Further, newer forms of machineries or vehicles may also be more sophisticated with the incorporation of newer technologies which makes repair and maintenance of such machineries or vehicles more time consuming. Although our repair and maintenance team are constantly upgrading their technical skills and know-how to keep up with the advancement of technologies, there is no assurance that we will be able to minimize the time required for repair and maintenance.
Moreover, we have recently experienced significant increases in the price of diesel fuel used by our machines and vehicles. We believe this increase in the price of diesel fuel is the result of the continuing war in Iran and the closing of the Strait of Hormuz. In February 2026, the cost of diesel fuel was SGD0.95 per liter, which had increased to SGD3.33 per liter as of April 7, 2026. As of the date of this Annual Report, the cost of diesel fuel is approximately SGD1.55 per liter.
We are exposed to disputes and claims arising from accidents due to the usage of our products and services.
Our customers mainly operate in the solvent, chemical, petroleum and edible product oil industries and some are in high-risk industries in which risks of accidents and fatalities are more likely to occur. Claims may be made against us if our products and/or services are involved in such accidents and/or fatalities on grounds such as cracks, holes or defects in our products and failure to adhere to health and safety standards by our drivers or forklift operators. In the event that we are required to pay damages arising from disputes, our reputation and profitability will be adversely affected.
Some of these accidents may result in damages to property and equipment, personal injury and/or deaths to our employees or third parties. Although we have sought to minimize the risk of such liabilities by regular servicing and maintenance of our machineries and vehicles, our stringent internal quality control procedures and obtaining the appropriate and necessary insurance coverage for our operations and employees, we believe that it is impossible for us to be fully insured against every conceivable risk that we may be exposed to.
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If any accidents are not covered by our insurance policies and claims arising from such accidents are in excess of our insurance coverage or if any of our insurance claims are contested by any insurance company, we may be required to pay for such compensation, which may have a material and adverse impact on our financial performance. In addition, the payment by our insurers of such insurance claims may result in increases in the premiums payable by us for our insurances. This will also increase the costs of our operations and adversely affect our financial performance. As of the date of this Annual Report, we have not had any claims for accidents filed against our Group.
Increased competition in the reconditioned and new Containers sales business in Singapore may affect our ability to maintain our market share and growth.
Our revenue is mainly generated from the sale of reconditioned and new Containers. Even though the market is relatively consolidated, our competitors may possess greater financial resources and more up-to-date machineries with better specifications. They may also offer a wider range of products and services with greater marketing resources and have a larger customer base.
Entry of new competitors in the market or market consolidation could also increase the degree of competition within the industry. Our continued success depends on our ability to compete with our competitors as well as our ability to compete successfully in the future against existing or potential competitors or to adapt to changes in market conditions and demands. In the event we are unable to compete successfully against existing or potential competitors or to adapt to changes in market conditions and demands, our business and financial performance may be adversely affected.
We maintain good working relationships with our suppliers and customers, and have a wide range of products and services for our customers’ needs. However, there is no assurance that our existing suppliers and customers will continue to work with us. In the event that our suppliers and customers choose to work with our competitors and/or our experienced and skilled employees choose to join our competitors, we may be unable to maintain our competitive position and our business, financial condition, results of operations and prospects may be materially and adversely affected.
Our business is significantly dependent on our major customers’ needs and our relationships with them. We may be unsuccessful in attracting new customers.
Our aggregate sales generated from our top five customers amounted to approximately 26.4% and 32.3% of our total revenue for the financial years ended May 31, 2025 and 2026, respectively. In particular, sales to our largest customer amounted to approximately $1.3 million for the financial year ended May 31, 2025 and approximately $1.2 million for the financial year ended May 31, 2026, representing approximately 14.9% and 14.4% of our total revenue, respectively, for those financial years. Accordingly, our sales would be significantly affected by changes in our relationship with or in the needs of our major customers, particularly our largest customer, as well as other factors that may affect their purchases from us, many of which are beyond our control. Any adverse changes in the economic conditions in the markets in which our customers operate and in their business expansion plans may negatively affect their purchase decisions and result in a reduction in demand for our products and services. To compensate for the loss of sales to existing customers, we would attempt to acquire new customers; however, there can be no assurance that we would be able to do so.
In addition, there is generally no long-term commitment from customers for our products and services. If we fail to quote a competitive price to a customer, or if the quality of our products and/or services does not meet a customer’s specifications or if there is any disruption to our business relationship with a customer, we may be unable to secure further business from such customer. Any significant decrease in sales to any of our customers for any reason, including any disruption to our business relationships with them, may materially and adversely affect our business, financial condition, results of operations and prospects and there is no assurance that we would succeed in compensating for the decrease in sales by attracting new customers.
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We are exposed to the credit risks of our customers.
We extend credit terms to our customers. Our average accounts receivable turnover days were approximately 70 days and 85 days for the financial years ended May 31, 2025 and 2026, respectively. Our customers may be unable to meet their contractual payment obligations to us, either in a timely manner or at all. The reasons for payment delays, cancellations or default by our customers may include insolvency or bankruptcy, or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material order cancellations by our customers during the financial years ended May 31, 2025 and 2026, there is no assurance that our customers will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all, especially in times of economic downturns. We may be unable to enforce our contractual rights to receive payment through legal proceedings. In the event we are unable to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial condition and results of operations may be adversely affected.
We are dependent on our key suppliers for our supply of Containers.
We have maintained long-standing relationships with a reliable group of suppliers, from whom we source good quality and competitively priced Containers. Our sale of Containers business is dependent on our ability to obtain a supply of such good quality and reliable Containers from our suppliers at competitive prices. We consider suppliers that account for more than 10% of our total purchasing as major suppliers. Our largest supplier accounted for approximately 6.1% and 22.2% of our Group’s total purchases during the financial years ended May 31, 2025 and 2026, respectively. As we do not have long-term supply contracts with our major suppliers, and for used Containers, the supply is on an ad-hoc basis as and when they are available for sale, there can be no assurance that we will have continued access to a sufficient supply of good quality used and new Containers at competitive prices. In the event we are unable to obtain good quality Containers from our major suppliers at competitive prices, we may have to seek alternative sources from other suppliers and may be charged higher prices and will be subject to the quality of the equipment purchased from alternative suppliers whom we are not familiar with. In the event we purchase inferior Containers from such alternative suppliers, our operations, reputation, profitability and financial performance may be materially and adversely affected.
Our business is subject to potential supply chain interruptions.
We work with third party logistic providers for the import, export and transportation of our Containers. We depend on such third-party service providers’ abilities to timely deliver our Containers as part of supply chain logistics. The factors that can potentially adversely affect our operations include, but are not limited to:
| ● | interruptions to our delivery capabilities; | |
| ● | failure of third-party service providers to meet our standards or their commitments to us; | |
| ● | increasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available; and | |
| ● | epidemics or pandemics, such as COVID-19, and disruptions as a result of efforts to control or mitigate such epidemics or pandemics (such as facility closures, governmental orders, outbreaks and/or transportation capacity). |
Any disruption to, or inefficiency in, the supply chain network of our third-party service providers, whether due to geopolitical conflicts, outbreaks of epidemics, such as COVID-19, increases in logistic fees or the price of diesel fuel, or other factors, could potentially affect our revenue and profitability. If we fail to manage these risks effectively, we could potentially experience a material adverse impact to our reputation, financial performance and profitability.
We may be affected if we are found to be in breach of any lease agreements entered into by us.
We have leased our plant located in Singapore (the “Plant”) from Jurong Town Corporation (“JTC”) until May 15, 2041 and we have leased our warehouse, also located in Singapore (the “Warehouse”), from KDS Steel Pte Ltd, (“KDS”) until May 15, 2028. The leases are subject to certain terms and conditions, such as a requirement to obtain approval from JTC for erecting any structure on the Plant. As such, we may be exposed to regulatory (in the case of the lease from JTC only) and enforcement risks if we are found to be in breach of any term or condition of our leases agreements. See “Item 4. Information on the Company - Business Operations - Real Property and Equipment.”
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We may be affected by an outbreak of infectious diseases.
An outbreak of infectious diseases, such as the coronavirus, severe acute respiratory syndrome and avian influenza, or new forms of infectious diseases in the future, such as monkey pox, may potentially affect our operations as well as the operations of our customers and suppliers. In the event that any of the employees in any of our offices or plants or those of our customers and suppliers is affected by any infectious disease, we or our customers and suppliers may be required to temporarily shut down our or their offices or plants to prevent the spread of the diseases. This may have an adverse impact on our revenue and financial performance.
We are exposed to risks arising from fluctuations in foreign currency exchange rates.
Our reporting currency is the Singapore Dollar and a portion of our overseas procurement is denominated in foreign currency, mainly in United States Dollar. We may be exposed to foreign currency exchange gains or losses arising from transactions in currency other than our reporting currency.
We may be unable to obtain the necessary licenses, approvals or permits for our operations.
As our business involves the transport, storage, processing, use and disposal of toxic materials and/or hazardous substances, various licenses, approvals and permits are material for our Group’s operation and some of our employees (such as drivers and forklift operators) are also required to obtain certain permits or certifications. See “Item 4. Information on the Company - Business Operations.” The licenses, approvals and permits are generally subject to conditions stipulated in such licenses, approvals and permits and/or the relevant laws and regulations under which such licenses and permits are issued. Failure to comply with such conditions, laws or regulations could result in us being penalized or the revocation or non-renewal of the relevant license, approval or permit, which may impact our ability to carry out our business and operations. Accordingly, we have to constantly monitor and ensure our compliance with such conditions imposed, if any. A failure to comply with such conditions may result in the revocation or non-renewal of any of the relevant licenses, approvals and permits which may impact our ability to carry out our business and operations. In addition, compliance with changes in government legislation, regulations or policies may increase our costs and any significant increase in licensing and compliance costs arising from such changes may adversely affect our financial performance. If we fail to comply with any conditions, laws or regulations applicable to required licenses, approvals and permits, our business and profitability could be materially and adversely affected.
We are subject to environmental, health and safety regulations, and may be adversely affected by new and changing laws and regulations.
We are subject to laws, regulations and policies relating to the protection of the environment and to workplace health and safety. We are required to adopt measures to control the discharge of polluting matters, wastewater discharge and hazardous substances and to control the noise level at our Plant and Warehouse in accordance with such applicable laws and regulations and to implement such measures that ensure the safety and health of our employees. Changes to current laws, regulations or policies or the imposition of new laws, regulations and policies affecting our operations could impose new restrictions or prohibitions on our current practices. We may incur significant costs and expenses and need to budget additional resources to comply with any such requirements, which may have a material and adverse effect on our business, financial condition, results of operations and prospects.
Our insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions.
We face the risk of loss or damage to our Plant, Warehouse and our assets due to fire, theft or other natural disasters in Singapore. Such events may also cause a disruption or cessation in our business operations, and thus may adversely affect our financial results. Our insurance coverage may not be sufficient to cover all our potential losses. If there are losses which exceed the insurance coverage or are not covered by our insurance policies, we will remain liable for any liability, debt or other financial obligation related to such losses. We do not have any insurance coverage for business interruptions.
Due to the nature of our operations, there is also a risk of accidents occurring either to our employees or to third parties on our premises and/or on our customers’ premises during the course of operations. In the event that any claims arise in respect of such occurrences and liability for such claims are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses which may adversely affect our profitability and financial position.
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We may require additional financing in the future to fund our operations and future growth.
We require financing to fund our operations. In view of the fast-changing business requirements and market conditions, we may be required to expand our capabilities and business through acquisitions, investments, joint-ventures and/or strategic partnerships with parties who are able to add value to our business. If such situation arises, we may require additional funds to take advantage of these opportunities.
If our funding requirements are met by way of additional debt financing, we may be subject to restrictions under such debt financing arrangements which may:
| ● | limit our ability to pay dividends or require us to seek consent for the payment of dividends; | |
| ● | increase our vulnerability to general adverse economic and industry conditions; | |
| ● | limit our ability to pursue our growth plans; | |
| ● | require us to dedicate a substantial portion of our cash flow from operations to payment for our debt, thereby reducing the availability of our cash flow to fund other capital expenditure, working capital requirements and other general corporate purposes; or | |
| ● | limit our flexibility in planning for, or reacting to, changes in our business and our industry. |
We may be harmed by negative publicity.
We derive most of our customers through word of mouth and we rely on the positive feedback of our customers. Thus, customer satisfaction with our products and services is critical to the success of our business as this will also result in potential referrals to new customers from our existing customers. If we fail to meet our customers’ expectations, there may be negative feedback regarding our products and/or services, which may have an adverse impact on our business and reputation. In the event we are unable to maintain a high level of customer satisfaction or any customer dissatisfaction is inadequately addressed, our business, financial condition, results of operations and prospects may be adversely affected.
Our reputation may also be adversely affected by negative publicity in reports, publications such as major newspapers and forums, or any other negative publicity or rumors. There is no assurance that our Group will not experience negative publicity in the future or that such negative publicity will not have a material and adverse effect on our reputation or prospects. This may result in our inability to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations.
If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.
Our business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our customer lists and information and business methods. We rely on trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and copyright and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business. Also, third parties may claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, be a financial burden to defend, distract the attention of our management and prevent us from offering some products and/or services. Intellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure if the mobile devices are lost or stolen and the information has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage.
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We are currently operating in a period of economic uncertainty and capital markets disruption, significantly impacted by geopolitical instability due to the ongoing military conflict involving Iran, military actions in the Middle East and the war in Ukraine. Our business, financial condition and results of operations could be materially adversely affected by any negative impact on the global economy and capital markets resulting from these conflicts or any other geopolitical tensions.
The heightened military conflict involving the United States, Israel and Iran, which escalated significantly in February 2026, as well as the continuing war in Ukraine, have led to significant instability in global energy and financial markets. These events, including the closure of strategic airspaces and critical maritime routes such as the Strait of Hormuz and the Red Sea, have contributed to a dramatic increase in the price of oil and other petrochemical products, and have created widespread market uncertainty. The ongoing disruptions caused by these military actions, and the potential for further escalation, could result in protracted and severe damage to the global economy and investment climate, market disruptions, including significant volatility in commodity prices, credit and capital markets, and supply chain interruptions.
Any of the above-mentioned factors could affect our business, prospects, financial condition and operating results. While our business has not been materially impacted by these geopolitical events as of the date of this Annual Report, the extent to which our operations or those of our customers will be affected in the future, or the ways in which the conflicts may impact our business, is unpredictable. The extent and duration of the military actions, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also magnify the impact of other risks described in this Annual Report.
The imposition of tariffs has eroded and may further erode our profit margins.
The Company is exposed to several external risks, including rising production costs, increases in logistic fees and the price of diesel fuel, supply chain disruptions and fluctuations in consumer demand. In particular, tariffs imposed on raw materials and components used in the reconditioning process have led to increased production expenses, thereby compressing profit margins. Furthermore, these tariffs have adversely affected neighboring countries, which are key export markets for our customers. As a result, demand has declined among customers whose core business involves filling their products using our metal drums and plastic Containers for export to these regions. The imposition of additional or higher tariffs affecting the raw materials or components used in our business or affecting businesses that use our products in neighboring countries may further erode our profit margins.
We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other uncontrollable events.
Unforeseeable circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics or outbreaks may disrupt our operations and cause loss and damage to our Plant and Warehouse, and acts of war, terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Our business may also be affected by macroeconomic factors in the countries in which we operate, such as general economic conditions, market sentiment, social and political unrest and regulatory, financial and other governmental policies, all of which are beyond our control. Any such events may cause damage or disruption to our business, markets, customers and suppliers, any of which may materially and adversely affect our business, financial condition, results of operations and prospects.
We may be unable to successfully implement our business strategies and future plans.
As part of our business strategies and future plans, we intend to expand our range of products and services, increase our storage facilities and capabilities and also consider potential business opportunities through mergers and acquisitions and joint ventures. While we have planned such expansion based on our outlook regarding our business prospects, there is no assurance that such expansion plans will be commercially successful or that the actual outcome of those expansion plans will match our expectations. The success and viability of our expansion plans are dependent upon our ability to successfully predict the types of Containers which are popular amongst our customers or potential customers, hire and retain skilled employees to carry out our business strategies and future plans and implement strategic business development and marketing plans effectively and upon an increase in demand for our products and services by existing and new customers in the future.
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Further, the implementation of our business strategies and future plans may require substantial capital expenditure and additional financial resources and commitments. There is no assurance that these business strategies and future plans will achieve the expected results or outcome such as an increase in revenue that will be commensurate with our investment costs or the ability to generate any costs savings, increased operational efficiency and/or productivity improvements to our operations. There is also no assurance that we will be able to obtain financing on terms that are favorable, if at all. If the results or outcome of our future plans do not meet our expectations, if we fail to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment costs and our business, financial condition, results of operation and prospects may be adversely affected.
Risks Related to Our Securities
There has been a limited public market for our Ordinary Shares. If an active trading market for our Ordinary Shares does not continue, shareholders may not be able to resell our Ordinary Shares at any reasonable price.
We completed our initial public offering (the “IPO”) of 1,750,000 Ordinary Shares on August 28, 2024 at a public offering price of US$5.00 per share and our Ordinary Shares began trading on the Nasdaq Capital Market on August 27, 2024 under the trading symbol “JBDI.” Since then, there has been a limited public market for our Ordinary Shares. We cannot assure you that an active public market for our Ordinary Shares will continue. If an active public market for our Ordinary Shares does not continue, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their Ordinary Shares.
If we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline.
Our Ordinary Shares are listed on Nasdaq. We cannot assure you, however, that we will be able to meet the continued listing standards of Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including:
| ● | a limited availability of market quotations for our Ordinary Shares; | |
| ● | reduced liquidity for our Ordinary Shares; | |
| ● | a determination that our Ordinary Shares are “penny stock,” which would require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; | |
| ● | a limited amount of news about us and analyst coverage of us; and | |
| ● | a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future. |
The U.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Although the states are pre-empted from regulating the sale of our securities, this statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. However, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.
The trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
The trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiaries’ operations, including the following:
| ● | fluctuations in our Operating Subsidiaries’ revenues, earnings and cash flow; | |
| ● | changes in financial estimates by securities analysts; | |
| ● | additions or departures of key personnel; | |
| ● | release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and | |
| ● | potential litigation or regulatory investigations. |
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Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
Holders of our Ordinary Shares may not be able to readily liquidate their investments or may be forced to sell at depressed prices due to low trading volume. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore, extreme volatility may confuse public investors regarding the value of our stock, distort the market perception of our stock price and our financial performance and public image and negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating performance. If we continue to encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.
In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
Certain companies with public floats comparable to our public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of their businesses and that may have resulted from market manipulation activities by unrelated third parties. We have experienced similar volatility, which makes it difficult to assess the value of our Ordinary Shares and may result in a significant decline in the value of our Ordinary Shares.
Our Ordinary Shares have been subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with public floats comparable to ours have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective companies’ underlying performance. Although the specific cause of such volatility is unclear, it may be the direct result of unrelated third parties engaged in prohibited market manipulation activities. Some factors that may underlie extreme stock price run-ups followed by rapid price declines include, but are not limited to, the following:
| 1. | General market and industry conditions including the following: |
| ● | tariffs; | |
| ● | disruptions in logistics; and | |
| ● | global geopolitical and military actions such as currently occurring in Ukraine and the Middle East. |
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| 2. | The Company’s own operations including the following: |
| ● | fluctuations in our revenues, earnings and cash flow; | |
| ● | changes in financial estimates by securities analysts; | |
| ● | additions or departures of key personnel; | |
| ● | release of transfer restrictions on our outstanding equity securities or sales of additional equity securities; and | |
| ● | potential litigation or regulatory investigations. |
| 3. | Actions by unrelated third parties over whom the Company has no control including: |
| ● | Coordinated social media “dump” schemes whereby third party adverse actors seek to artificially increase the price of a stock, which immediately causes a price collapse potentially resulting in adverse effects on our financial condition and operations, loss of investor confidence, regulatory scrutiny, and potential trading suspensions. |
Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
The relatively small size of our public float may amplify the impact that actions taken by a few unrelated shareholders, over whom we have no control, have on the price of our Ordinary Shares. Such actions may cause our share price to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Our Ordinary Shares have experienced a decline, and may continue to experience either run-ups or declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, and which may have resulted or may, in the future, result from market manipulation activities by unrelated third parties over whom we have no control or from such unrelated their parties engaging in prohibited market manipulation activities, such as “pump and dump” schemes. Prospective investors may have difficulty assessing the rapidly changing value of our Ordinary Shares. In addition, investors in our Ordinary Shares may experience losses, which may be material, if the price of our Ordinary Shares declines or if such investors purchase our Ordinary Shares prior to any price decline.
If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our shares, the market price for our shares and trading volume could decline.
The trading market for our Ordinary Shares may be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts who cover us downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline.
The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
Sales of substantial amounts of our Ordinary Shares in the public market could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this Annual Report, we have a total of 9,514,532 Ordinary Shares (plus 379,218 treasury shares) issued and outstanding. The Ordinary Shares sold in our IPO are freely tradable without restriction or further registration under the Securities Act, and Ordinary Shares that currently are “restricted securities” may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act. We cannot predict what effect, if any, market sales of securities held by our major shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our shares. See “Item 7. Major Shareholders and Related Party Transactions.”
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Short selling may drive down the market price of our Ordinary Shares.
Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.
We currently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our Ordinary Shares as a source for any future dividend income. Our Board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Singapore law. Even if our Board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our Board of Directors. Accordingly, a return on investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares.
If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.
A non-U.S. corporation such as ourselves may be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either
| ● | At least 75% of our gross income for the year is passive income; or | |
| ● | The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%. |
Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.
It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we treat our affiliated entity as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entity but also because we are entitled to substantially all of its economic benefits, and, as a result, we consolidate its operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.
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Our controlling shareholders have substantial influence over the Company. Their interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.
As of the date of this Annual Report, E U Holdings, Mr. Lim CP, Ms. Siow Kin Lian (“Ms. Siow KL”), Mr. Lim KS and Mr. Lim TC (collectively, the “Controlling Shareholders”), own approximately 76.5% of our total issued and outstanding Ordinary Shares, representing approximately 76.5% of the total voting power. Accordingly, our Controlling Shareholders could control the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the election of Directors and other significant corporate actions, including the power to prevent or cause a change in control. Without the consent of our Controlling Shareholders, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. The interests of our Controlling Shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Item 7. Major Shareholders and Related Party Transactions.”
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As a foreign private issuer whose Ordinary Shares are listed on Nasdaq, we rely on a provision in the Nasdaq corporate governance listing standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the Nasdaq.
For example, we are exempt from Nasdaq regulations that require a listed U.S. company to:
| ● | have a majority of the board of directors consist of independent directors; | |
| ● | require non-management directors to meet on a regular basis without management present; | |
| ● | have an independent compensation committee; | |
| ● | have an independent nominating committee; and | |
| ● | seek shareholder approval for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater of book or market value of the shares. |
As a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. However, our audit committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on Nasdaq. Therefore, we have a fully independent audit committee, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.
We qualify as a foreign private issuer and, as a result, we are not subject to U.S. proxy rules and we are subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. corporation.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic issuers, including:
| ● | the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; | |
| ● | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; | |
| ● | the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and | |
| ● | the selective disclosure rules by issuers of material non-public information under Regulation FD. |
We are required to file an annual report on Form 20-F within four months of the end of each financial year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.
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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.
We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.
Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.
Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. Currently, we rely on home country practice with respect to certain corporate governance matters. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.
Certain judgments obtained against us by our shareholders may not be enforceable.
We are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States. In addition, all of our Directors and Executive Officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. Service of court documents on a Cayman Islands company can be effected by serving the documents at the company’s registered office and it may be is possible to enforce foreign judgments in the Cayman Islands against a Cayman Islands company, subject to some exceptions. However, if investors wish to serve documents on and/or enforce foreign judgments against our Directors and Executive Officers, they will need to ensure that they comply with the rules of the jurisdiction where our Directors and Executive Officers are located. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our Directors and Executive Officers. For more information regarding the relevant laws of the Cayman Islands, see “Item10. Additional Information - Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us or our Directors, Executive Officers or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States, depending on where our Directors and Executive Officers are located.
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We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.
The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have early adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second financial quarter, and, accordingly, the next determination will be made with respect to us on November 30, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our Directors, Executive Officers and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
We incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on Nasdaq.
Our Ordinary Shares were listed on Nasdaq on August 27, 2024. We have incurred and will continue to incur additional legal, accounting and other expenses as a public reporting company and particularly after we cease to qualify as an emerging growth company. For example, we are required to comply with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance practices. Compliance with these requirements has increased our legal and financial compliance costs and made some activities more time-consuming and costly. In addition, our management and other personnel has diverted attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur in the future as a result of these public company requirements.
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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.
ITEM 4. INFORMATION ON THE COMPANY
CORPORATE HISTORY AND STRUCTURE
Our Company was incorporated in the Cayman Islands on October 11, 2022 under the Companies Act as an exempted company with limited liability. Our authorized share capital was $500,000 divided into 500,000,000 Ordinary Shares, par value of $0.001 each. On February 7, 2024, for purposes of a recapitalization in anticipation of our IPO, the Company’s shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”) and to change the Company’s authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of $0.0005 each. On June 29, 2026, the Company’s shareholders passed resolutions to effect a 1 for 2 share consolidation (a “reverse stock split”) and to change the Company’s authorized share capital back to $500,000 divided into 500,000,000 Ordinary Shares, par value of $0.001 each.
Prior to a group reorganization in 2023, JBDI was the holding company of a group of companies comprised of Jurong Barrels and JBD Systems. JBDI was held as to 52.16% by E U Holdings Pte Ltd (“E U Holdings”), 4.76% by Mr. Lim CP, 14.26% by Ms. Siow KL, 4.76% by Mr. Lim KS, 14.26% by Mr. Lim TC, 4.90% by Goldstein Enterprises Limited (“Goldstein”) and 4.90% by The Arc Development Company Limited (“Arc Development”), the latter two of which are independent third parties. Upon completion of the reorganization, E U Holdings owned 4,704,180 Ordinary Shares, Mr. Lim CP owned 429,292 Ordinary Shares, Ms. Siow KL owned 1,286,074 Ordinary Shares, Mr. Lim KS owned 429,292 Ordinary Shares, Mr. Lim TC owned 1,286,074 Ordinary Shares, Goldstein owned 441,919 Ordinary Shares and Arc Development owned 441,919 Ordinary Shares of the Company, respectively, and JBDI, Jurong Barrels and JBD Systems became directly/indirectly owned subsidiaries. Upon completion of our reorganization whereby the entire share capital of JBDI, Jurong Barrels and JBD Systems were transferred to us, our Group was comprised of JBDI, Jurong Barrels and JBD Systems as our direct and indirect wholly-owned subsidiaries, respectively.
As of the date of this Annual Report, our Group is comprised of: (i) JBDI Investments Limited, a business company incorporated in the British Virgin Islands on October 10, 2022 and a direct wholly-owned subsidiary of our Company (“JBDI”); (ii) Jurong Barrels & Drums Industries Pte. Ltd. (“Jurong Barrels”), a company incorporated in Singapore on November 17, 1983 and a direct wholly-owned subsidiary of JBDI; and (iii) JBD Systems Pte. Ltd. (“JBD Systems”), a company incorporated in Singapore on May 4, 2017 and a direct wholly-owned subsidiary of Jurong Barrels.
Our operating subsidiaries are Jurong Barrels and JBD Systems (collectively, the “Operating Subsidiaries”).
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Organization Chart
The chart below sets out our corporate structure as of the date of this Annual Report.
(1) |
E U Holdings Pte Ltd, a company incorporated in Singapore, is owned as to 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
Entities
A description of our subsidiaries is set out below.
JBDI Investments
On October 10, 2022, JBDI Investments was incorporated in the British Virgin Islands as a private company with limited liability. As part of a group reorganization effective May 30, 2023, JBDI Investments became a direct wholly-owned subsidiary of our Company.
Jurong Barrels
On November 17, 1983, Jurong Barrels was incorporated in Singapore as a private company with limited liability. Jurong Barrels commenced business in 1984 and is principally engaged in the sale and distribution of revitalized and reconditioned steel drums in Singapore. As part of a group reorganization effective May 30, 2023, Jurong Barrels became an indirect wholly-owned subsidiary of our Company.
JBD Systems
On May 4, 2017, JBD Systems was incorporated in Singapore as a private company with limited liability. It was 51% owned by Jurong Barrels until 2020 when Jurong Barrels acquired the remaining 49% of its outstanding equity. As part of a group reorganization effective May 30, 2023, JBD Systems became an indirect wholly-owned subsidiary of our Company. Until 2024, JBD Systems’ main business was the provision of wastewater treatment services; however, as of the date of this Annual Report, JBD Systems does not conduct any business operations.
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Key Milestones
The key milestones in the development of our Group are highlighted chronologically below:
| Year | Milestone | |
| 1976 | Mr. Lim CP joined our business to assist his father and to be groomed to take over the business and thereafter, registered Lim Chwee Poh Trading Co. | |
| 1983 | Mr. Lim CP and his partner registered the company, Good Industries Pte Ltd, to commence the business in the trading of used Containers. | |
| 1984 | Mr. Lim CP together with his 2 brothers acquired the shares of his partner and Good Industries Pte Ltd changed its name to Jurong Barrels. | |
| 1994 | Jurong Barrels took over the entire business operations of Lim Chwee Poh Trading Co. and Lim Chwee Poh Trading Co. ceased to carry on business. | |
| 2005 | Jurong Barrels acquired KDS as a wholly-own subsidiary to expand its warehousing facilities. | |
| 2016 | Mr. Lim CP’s brothers divested their 60% stake in Jurong Barrels and 100% stake in KDS to E U Holdings. | |
| 2017 | Jurong Barrels ventured into the waste water treatment business holding a 51% stake in JBD Systems. | |
| 2020 | Jurong Barrels acquired the remaining 49% stake in JBD Systems to consolidate 100% control. | |
| 2023 | Completed our reorganization whereby JBDI, Jurong Barrels and JBD Systems became wholly-owned direct and indirect subsidiaries of the Company. | |
| 2024 | Completed our IPO of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share and the Ordinary Shares began trading on August 27, 2024 on Nasdaq under the trading symbol “JBDI.” |
Key Trends
Automation Incorporated into Operational Process: Industrial Container and Drum Cleaning (ICDC) facilities are primarily deployed during the cleaning and reconditioning of drums. The ease of container reconditioning becomes something that helps all involved in the container’s life-cycle. Automated machinery is effective in minimizing employee exposure to problematic and hazardous residue leftovers in used drums and IBCs, as well as streamlining manual effort in repetitive procedures such as removing label stickers on used items, thereby attaining operational efficiency and cost reduction. Besides, the adoption of enterprise resources management system coupled with predictive maintenance technology enable industry players to closely monitor the inventory level and utilisation rate in a highly automatic manner. Established industry players can leverage its research and development capabilities in creating and modifying machineries in order to perform additional and more sophisticated tasks of sales and reconditioning of drums and IBC.
Market Consolidation: In the drum reconditioning industry, large-scale industry players can leverage its economies of scale and offer reconditioning services at a lower cost and sell reconditioned drums and IBC at more competitive price compared to niche players. However, the reconditioning of different types drums in terms of the raw material constituted and previous stored content, may require specific industrial procedure in terms of cleaning and processing. There is an increasing number of mergers and acquisitions within the industry as industry players are looking to expand their capability and capacity.
Geographic Expansion: The operational procedure and technical know-how of drum reconditioning is regarded as standardized and transferrable from one operating location to another. Existing players leverage their resources and business network and tend to seek opportunities in other geographical locations to expand their business presence and garner regional or even global foothold. Growing industry players can provide integrated and tailor-made services to scalable and regional downstream clients, where cross-selling is more feasible across different regions and presents potential business opportunities. For instance, market participants in Singapore may seek to expand their capacity and provide offerings in other Southeast Asia countries such as Malaysia and Indonesia.
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Growing Adoption of Lean Management: In recent years, market participants of drum reconditioning have been increasingly adopting the lean management approach, which involves minimum waste generation with conservation of valuable materials to save cost, revamp of work plan to reduce cost and increase inefficiency during operation, and creation of a regular loop of dependable inventory. The incorporation of data-based resources management system has also been conducive in decision making, identifying root causes, and propelling continuous improvement in implementing lean management.
Competition Overview
In 2026, the drum reconditioning industry in Singapore is relatively consolidated with fewer than 5 industry participants engaged in sales of reconditioned drums and drum reconditioning services. In 2026, there are 216 toxic industrial waste collectors licensed under the Environmental Public Health (Toxic Industrial Waste) Regulation in Singapore, of which 20 are engaged in the industrial waste collection from container. Large scale market participants generally have diversified product portfolio and are involved in all parts of the value chain. They collect, recycle and sell a full line of reconditioned steel and plastic drums and IBC Tote tanks.
Factors of Competition
Reputation and Industry Experience: A strong track record with long-standing reputation is highly preferred by clients in drum reconditioning in Singapore. The leading players have established partnerships with clients and other industry stakeholders in pervious services delivery. The recognition and trust built on past project reference comes as the core competences and retain the market leadership in Singapore. As a result, companies with proven product quality and service offerings are likely to stand out in the drum reconditioning market in Singapore.
In-house Capability and Development Strategy: It is observed that the leading players are consolidating their resources in the expansion of in-house capabilities to further enhance their position in sales of reconditioned drums and drum reconditioning. On the other hand, the players also formulate their development strategy to keep pace with the market trends, including the sales and marketing, and services offering development, on a regular basis. The up-to-date business strategy not only helps the companies to have a better market position but also stand a better chance of acquiring customers.
Financial Capability: A sufficient capital reserve is required prior to commencement of operations, which incurs net cash outflows at the early stage of projects for materials and machinery procurement and labor cost. Financial capability, therefore, determines the scale of operation. Therefore, capital strength is one of the most important competition focuses in the drum reconditioning market in Singapore.
Entry Barriers
Strong track record: A strong track record with long-standing reputation is one of the most important entry barriers for the drum reconditioning industry. A proven track record and reputation possessed by market participants enable them to satisfy customers’ requirement and maintain a solid customer base from major customers that support a sustainable development of the business.
Industry Expertise and Service Offering: The major industry players are increasing competitiveness by providing integrated solutions in the form of various value-added services such as removal, cleaning, reconditioning and destruction of barrels, drums and other containers, which are highly preferred by the customers. As such, industry expertise and integrated solutions add value to clients, serving as an entry barrier to new market entrants.
Technical Knowhow: Technical knowledge is one the key barriers for new market entrants of drums reconditioning. Market participants are required to have a strong understanding of the collection and recycling of industrial waste. With technical know-how, the performance of the existing players and their quality of work can be assured to meet quality standards. Comparatively, new market entrants without technical know-how and experienced management teams may be less competitive.
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OUR BUSINESS OPERATIONS
Overview
We are a supplier of a wide range of reconditioned and new Containers based in Singapore. Our products include reconditioned and new steel drums, plastic drums, carboys and IBCs with different capacities and our customers span various industries such as solvent, chemical, petroleum and edible product oil industries. We have been in this line of business for over 41 years. We have been accredited with ISO 9001 (quality management) for reconditioning of drums since October 2008 and we have established ourselves to be a supplier of a wide range of reconditioned and new Containers mainly serving the local Singapore market, and we also serve customers in Indonesia and Malaysia.
Our mission is to make it our corporate social responsibility to offer environmentally friendly, efficient, innovative and reliable products and services primarily in Singapore and also for the Southeast Asia region to help our customers move towards a zero environmental impact footprint and to save costs and achieve better allocation of resources in the process. We primarily tender and bid for their used Containers from companies operating in the solvent, chemical, petroleum and edible product oil industries and recondition them before selling them to our customers operating in those industries. We also source a range of new Containers from suppliers in The People’s Republic of China and Malaysia for sale to our customers. Apart from the selling of Containers, we also provide ancillary services to our customers, including (i) reconditioning services for used Containers; (ii) disposal and collection/delivery services; and (iii) wastewater treatment services. During the reconditioning of used Containers, we identify those Containers which cannot be reconditioned for scrapping or recycling and we also derive revenue from the sale of such scraps and recycled materials as well as other miscellaneous items that we collect during the provision of our services mentioned above. Our total revenue for the financial years ended May 31, 2025 and 2026 amounted to approximately $8.4 million and approximately $8.5 million, respectively. Over 70% of our total revenue during the financial years ended May 31, 2025 and 2026, respectively, was derived from the sale of reconditioned and new Containers.
History and Development
Mr. Lim CP’s father engaged in the trading of used Containers with Indonesian customers in the 1960s and Mr. Lim CP started assisting his father and registered a sole proprietorship, Lim Chwee Poh Trading Co. (which was terminated in 1994), to carry on the same business in 1976. As Mr. Lim CP traded in used Containers, he realized that there would be room for bigger profit margin if he reconditioned the used Containers and traded on reconditioned Containers instead. He set up Jurong Barrels in 1983 with a business partner as an attempt to develop the business in the trading of reconditioned Containers. Our Group’s business in trading of reconditioned Containers officially commenced in 1984 when Mr. Lim CP’s two brothers acquired all his business partner’s shares in Jurong Barrels and Jurong Barrels acquired a plant to recondition used Containers with an initial fleet of three delivery trucks and 12 employees. In the same year, the our operations were relocated to the Plant, which has reconditioning facilities and a warehouse. Jurong Barrels operated as a Lim family business from 1984 until 2016 although there were share transfers within the bigger Lim family during this period.
In 2005, Jurong Barrels acquired all the shares in KDS from an independent third party to expand its warehousing facilities. In order to prepare for the retirement of certain Lim family members and to further expand the business of the Group, Jurong Barrels transferred all its shares in KDS to a strategic investor, E U Holdings, in 2016. The Lim family members also jointly transferred 60% of their total shares in Jurong Barrels to EU Holdings in 2016, which made E U Holdings the controlling shareholder of Jurong Barrels. Mr. Lim CP continued to manage the business of our Group following such transfers and continues to do so as of the date hereof. To maintain the warehousing facilities, Jurong Barrels rented the Warehouse from KDS subsequent to E U Holdings’ acquisition of KDS. E U Holdings divested KDS to a 3rd party company on July 22, 2025.
In 2017, Jurong Barrels subscribed for a 51% interest in JBD Systems to expand into the wastewater treatment business. In 2020, Jurong Barrels acquired the remaining 49% interest in JBD Systems.
In over 41 years of operations, our Group has expanded to become the leading supplier of a wide range of reconditioned and new Containers in Singapore with a fleet of 10 delivery trucks and 12 forklifts and 99 employees as of May 31, 2026. Our Group’s production capacity per annum was approximately 228,758 reconditioned metal Containers and approximately 158,733 reconditioned plastic Containers in the financial year ended May 31, 2025 and approximately 213,757 reconditioned metal Containers and approximately 165,110 reconditioned plastic Containers in the financial year ended May 31, 2026.
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Our Products
Our products include a wide range of reconditioned and new steel drums, plastic drums, carboys and IBCs with different capacities and the following are some pictures of our products:
| 1. |  |
2. |  |
3. |  | ||
| 200 liter reconditioned metal drum generally used by the chemical industry to hold chemicals such as solvent and thinner and the oil & gas industry to hold waste oil. | 1,000 liter reconditioned IBC generally used to hold products that are required to be used in larger quantity, such as solvent, thinner and waste oil, etc. | 200 liter reconditioned plastic drum generally used by the chemical industry to hold chemicals which may be reactive to metal and the shipping industry to build floating houses on the sea. |
| 4. |  |
5. |  |
6. |  | ||
| 200 liter reconditioned open-top metal drum generally used by the Chemical industry to hold substances such as liquid latex. | 200 liter new metal drum generally used by the oil & gas industry to hold petroleum. | We are able to customize our reconditioned Containers to meet the needs of our customers, such as affixing their company logos and applying two types of paint on reconditioned metal drums. |
We have on average maintained more than 10 years of relationship with our top five suppliers for the financial years ended May 31, 2025 and 2026. We generally adopt a cost-plus margin approach in pricing our Containers.
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Reconditioned Containers
For reconditioned Containers, we are an NEA licensed toxic waste collector and we generally tender or bid for used Containers from companies that engage in the solvent, chemical, petroleum and edible product oil industries. After collecting the used Containers, we recondition them in-house before selling them to our customers. We have been accredited with ISO 9001 (quality management) for reconditioning of drums since October 2008. “ISO 9001” is an internationally recognized standard for a quality management system (the “QMS”), which aims at the effectiveness of the QMS in meeting customer requirements and it prescribes requirements for ongoing improvement of quality assurance in design, development, production, installation and servicing.
We target to recondition 1,000 used metal Containers and 1,200 used plastic Containers per day. The typical procedures in reconditioning a used Container include (i) external wire brushing by scrubber machines to remove silk-screening marking, paper sticker and/or rust; (ii) external washing with solvents (such as kerosene, Toluene and degreaser) to remove oil and dirt; (iii) numerous cycles of internal washing by water jets/washing hose shoots in a high-pressure hot water system with degreaser, chemical solution and/or anti-rust chemical; (iv) making all necessary repairs including re-shaping the circular rim of the Container by using a hydraulic chimer machine and de-denting of the Container by hydraulic horizontal/vertical de-denting machine at test pressure of 60 pounds per square inch; (v) using hot air blower to remove water in the Container; (vi) using a suction machine to vacuum the Container to make sure all residues are cleared; and/or (vi) using stoving paint to spray paint the Container in our automated spray booth and baking dry the Container in the oven compartment. All reconditioned Containers will go through a stringent quality control inspection before delivery to customers.
We normally classify the used Containers we collect into Grade A and Grade B Containers by visual inspection on their conditions and physical check on whether they are or can functioning properly. All used Containers which have damages beyond repair (such as cracks or holes) will be immediately scrapped or recycled. A Grade A Container is one that is almost in pristine condition with clean exterior and no visible dents. It has normally been used to store lubricating oils, chemicals or edible products, and it is generally free from rust or dirt and the residue in the Container can be easily cleansed by means of a degreasing solution. After reconditioning, Grade A Containers may be prepared and/or painted to meet customers’ specifications and be used in the chemical, petroleum and edible product oil industries. A Grade B Container has normally been used in the varnish and paint industries and they may appear to be dirty and/or with visible dents. Although it cannot be reconditioned to pristine condition, it can be reconditioned for use to hold palm acid oil, bitumen or low-grade industrial oil products. Any used Container that does not meet Grade A or Grade B conditions (for instance rusty metal frame, yellow-brownish on plastic exterior body, the cap has been broken or the valve not functioning) will be scrapped or recycled immediately. Please see the paragraph headed “Our by-products” below for details.
New Containers
We normally source new Containers from suppliers in The People’s Republic of China and Malaysia.
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Our Services
We offer a range of ancillary services to complement our core business of trading in reconditioned and new Containers and we generally adopt a cost-plus margin approach in pricing our products.
Reconditioning services for used Containers
Some of our customers recycle their own Containers and they only utilize our reconditioning services.
Disposal and collection/delivery services
As we are an NEA licensed toxic waste collector and we have the permit to transport toxic industrial wastes, some of our customers utilize our fleet of 10 delivery trucks to dispose of their toxic industrial wastes for them and they also occasionally use our collection and/or delivery services as a matter of convenience.
Wastewater treatment services
When we recondition used Containers, we generate a vast amount of wastewater. As we are conscious of our corporate social responsibility, we have been treating and recycling such wastewater. We commenced the provision of wastewater treatment services to third parties when we acquired an interest in JBD Systems in 2017, which operated a wastewater treatment plant (the “Wastewater Treatment Plant”) located in Singapore that it leased to a single customer. The Wastewater Treatment Plant ceased operations as of June 1, 2024 and has produced no revenue for the Company since that date other than SG$3,000 during the fiscal year ended May 31, 2026 resulting from an outstanding balance that was due and owing under the lease. As of the date of this Annual Report, management is seeking a new customer for the Wastewater Treatment Plant.
Our by-products
After having acquired and collected a batch of used Containers, we generally visually inspect each used Container on its conditions and physically inspect its structural components and grade them accordingly. For those Containers that we conclude that they do not fall within our Grade A and Grade B standards, they cannot be reconditioned and we will scrap or recycle them immediately. During the provision of our reconditioning services or disposal services, we also endeavor to identify those items which can be recycled, such as stretch films, glass bottles and chemical boxes. We sell all these scraps, recycled materials and other miscellaneous items to the appropriate recycling companies.
Our customers
Our customers are primarily based in Singapore but we also serve customers in Indonesia and Malaysia. Approximately 87.9% and 87.9% of our total revenue during the financial years ended May 31, 2025 and 2026, respectively, was derived from our customers in Singapore. Our customers span various industries such as solvent, chemical, petroleum and edible product oil industries. We have a wide customer base comprising more than 300 customers and we have on average maintained more than 10 years of relationships with our top five customers for the financial years ended May 31, 2025 and 2026.
The revenue from our top five customers amounted to approximately 26.4% and 32.3% of our total revenue for the financial years ended May 31, 2025 and 2026, respectively. In particular, the revenue from our largest customer amounted to approximately $1.3 million and $1.2 million for each of the financial years ended May 31, 2025 and 2026, representing approximately 14.9% and 14.4% of our total revenue, respectively, for those financial years. Some of our customers are also our suppliers as they sell their used Containers to us. Four of our top five customers were also our suppliers during the financial years ended May 31, 2025 and 2026.
Our customers generally place an order with us by submitting a purchase order to our sales department and our operations department will endeavor to complete the products for delivery within two days. We invoice our customers in S$ and our customers generally settle the payments by cheque payments or bank remittance within 45 days after the presentation of our invoice. We do not provide any warranty to our customers.
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Sales process flow
The chart below illustrates the typical sales process flow for our Containers:
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Sales and marketing
Our sales department consists of eight fully-time employees based in Singapore. Mr. Lim CP, Mr. Lim KS and Mr. Lim TM, oversee our sales department.
One of our key channels for marketing is through word of mouth as our new customers are usually referred by our existing customers or business contacts. Mr. Lim CP, Mr. Lim KS and Mr. Lim TM have long-standing relationships with some of our major customers. We also place advertisements in the Directory of Singapore Process & Chemical Industries and advertise our products and services on our corporate website.
Our sales department is responsible for establishing and maintaining our customer relationships and securing orders from customers. Our sales department also communicates with our existing customers to understand their needs and market trends, so as to improve our product range. Through these regular contacts, our customers provide us with valuable feedback on industry trends and developments as well as their requirements. We also update customers on our new equipment and their capabilities and our range of products and services. We place strong emphasis on understanding the requirements of our customers and consistently providing them with reliable products and services that meet their requirements. We consider customer feedback a valuable tool for improving our products and services. Our sales department is also responsible for handling customers’ complaints and any complaints arising from product defects or service quality and will relay such feedback internally to the relevant teams for follow-up.
Our management meets with members of our sales department regularly to review our sales performance and marketing strategies and targets. These regular meetings also allow our sales and marketing team to highlight issues or problems that they encounter and discuss strategies to resolve these issues or problems in a timely manner.
Inventory
To ensure a quick turnaround time for our customers, we normally bid and tender for used Containers in bulk and recondition them in anticipation of the needs of our customers. As such, we maintain an inventory of used Containers, reconditioned Containers and new Containers for our customers. For the financial years ended May 31, 2025 and 2026, we had inventory of approximately $0.3 million and approximately $0.2 million, respectively.
Machinery and vehicles
The table below sets out details of our machinery and vehicles for the financial years ended May 31, 2026.
| Machinery/vehicles | Number of units | Function/usage | Approximate age | Approximate
remaining | ||||
| (year) | (year) | |||||||
| Wastewater treatment system | 1 | To treat wastewater for reuse or discharge to public sewage | 7 | 2 | ||||
| Production line with oven | 1 | To recondition used metal Containers | 6 | 3 | ||||
| High pressure waterjets | 5 | To wash used plastic Containers | 3 | 6 | ||||
| Forklifts | 12 | To assist in loading and unloading of Containers | 4 | 0 | ||||
| Delivery trucks | 10 | For delivery and collection of Containers | 4 | 0 | ||||
| Vans | 2 | To facilitate the purchase of small items and to fetch employees | 5 | 0 |
| (1) | The actual length of time that we will use these machines/vehicles may be different from the estimates due to reasons such as periodic maintenance and the demands of our customers and these estimates have no direct correlation to the depreciation charges of these machinery and vehicles recorded in our Group accounts. |
We do not have a fixed replacement cycle policy as our in-house maintenance team perform regular maintenance on our machinery and vehicles in accordance with the suggestions by the respective manufacturers to ensure that they are well maintained and operating efficiently, which have generally helped to extend the useful lives of our machinery and vehicles and prevent unnecessary downtime.
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Real Property and Equipment
We currently operate in three premises, namely:
| 1. | Plant - A leasehold estate at 34 Gul Crescent, Singapore 629538 of approximately 6,000 square meters leased by Jurong Barrels from JTC under a lease that terminates on May 15, 2041 (unless further extended by JTC). This property is used as our head office and a plant for the reconditioning and storage of used Containers. Jurong Barrels is required to pay land rent to JTC of S$18.87 per square meter per year. |
| 2. | Warehouse - A logistics services warehouse at 16 Gul Crescent, Singapore 629526 which is used for the storage of reconditioned and new Containers. This property is currently rented from KDS at S$45,000 per month under a 3-year lease that terminates on May 15, 2028. |
| 3. | Wastewater Treatment Plant - From August 2018 through May 2024, JBD Systems leased a wastewater treatment plant located in Singapore to Liquinex Group Pte Ltd, an independent third party. The Wastewater Treatment Plant ceased operations as of June 1, 2024 and it has not produced any income since ceasing operations other than SG$3,000 during the fiscal year ended May 31, 2026 resulting from an outstanding balance that was due and owing under the lease. |
Licenses and Permits
As our business involves the transport, storage, process, use and disposal of toxic materials and/or hazardous substances, the following licenses, approvals and permits are material for our Group’s operations:
| Description | Issuing Authority | Expiry Date | Issued to | |||
| Toxic industrial waste collector’s license for receiving empty containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin for storage, reprocess, use, treatment or disposal in the Plant | NEA | July 31, 2027 | Jurong Barrels | |||
| Transport approval for transportation of toxic industrial wastes for the transport of empty containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin | NEA | July 31, 2027 | Jurong Barrels | |||
| Petroleum & Flammable Materials Storage Licence | Singapore Civil Defence Force | June 30, 2027 | Jurong Barrels | |||
| Permit to store and use hazardous substances to store and use prescribed amounts of sodium hydroxide, sulphuric acid and 2,2-dibromo-3-nitrilopropionamide (DBNPA) for prevention of grease, water treatment and spraying into internal containers, respectively, at the Plant | NEA | February 6, 2027 | Jurong Barrels | |||
| License to store prescribed amount of sodium nitrite at the Plant | SPF | August 13, 2028 | Mr. Lim CP for Jurong Barrels | |||
| License to possess or control prescribed amount of sodium nitrite at the Plant | SPF | August 13, 2028 | Mr. Lim CP for Jurong Barrels | |||
| Approval to discharge trade effluent into the public sewer at the Plant | PUB | December 10, 2030 | Jurong Barrels | |||
| License to use or operate an electrical installation under the provisions of the Electricity Act 2001 and the Electricity (Electrical Installations) Regulations 2002 | Energy Market Authority | August 18, 2027 | Jurong Barrels | |||
| Star accreditation under bizSAFE | WSH | November 18, 2028 | Jurong Barrels |
Each of our drivers also possess a valid Hazmat Transport Driver Permit issued by the SCDF to transport liquid toxic industrial wastes.
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Competitive Strengths
We have a long and proven track record in the supply of reconditioned Containers in Singapore
We have been supplying reconditioned Containers to our customers for more than four decades and have accumulated industry experience in the reconditioning of used Containers. To better serve our customers, we also supply new Containers and offer a range of ancillary services to complement our business. We have been accredited with ISO 9001 (quality management) for reconditioning of drums since October 2008. We believe our industry knowledge, reputation and consistent delivery of quality products and services have contributed to our success over the years.
We believe our track record in the supply of reconditioned and new Containers as well as the ancillary services along with our strategy to become environmentally friendly will facilitate the promotion and demand for our products with both existing and new customers, as well as the expansion of our business.
We maintain a sizeable and stable pool of skilled labor with our own facilities
Our main business is the sale of reconditioned Containers and it is labor intensive to recondition used Containers. We pride ourselves in having a team of stable and skilled workers, technicians, mechanics and drivers who have the relevant skills and expertise in reconditioning of used Containers and the provision of other ancillary services which we offer to our customers. As of May 31, 2026, we had a team of 60 workers, 5 technicians, 2 mechanics and 12 drivers in our operations department, which enables us to respond promptly to our customers’ requests in terms of providing customization of Containers and other ancillary services to suit our customers’ needs and requirements. We believe that with the support of our Group’s stable pool of directly-hired skilled workers and our own facilities (including all machines required for reconditioning of used Containers, a fleet of 10 delivery trucks and 12 forklifts and a Wastewater Treatment Plant) we are self-contained and we are able to maintain the quality of our products and services in an efficient and coordinated manner as we do not have to rely on subcontractors to assist us in any production, service, logistic or maintenance process. Moreover, having our own pool of skilled direct labor and our own facilities will help us control and manage our costs more efficiently and effectively, which helps to boost or stabilize our profit margins.
We have strong and stable relationships with our suppliers and customers
Due to the quality and range of our products and services, our capabilities as well as our market reputation, we have successfully established strong and stable relationships with our key suppliers and customers in Singapore and the Asian region during our close to 41 years of operations. We have identified and maintained good relationships with reliable suppliers, who will typically notify us of used Containers for sale. This enables us to source and purchase used Containers which are in good condition for reconditioning prior to selling them to our customers. As we are able to keep up with industry trends and keep track of our customers’ changing needs, our customers regularly return to us for repeat business and from time to time, they also refer other prospective customers to us. We have a wide customer base comprising more than 300 customers from Singapore, Indonesia and Malaysia. Further, some of our customers are also our suppliers.
We have strived to maintain stable business relationships with our key customers. For the financial years ended May 31, 2025 and 2026, our top five customers accounted for approximately 26.4% and 32.3% of our total revenue, and our top five customers have on average more than 10 years of business relationships with us. We believe that our Group’s strong and long-term relationships with these key customers provide us with a competitive advantage to secure future contracts, a steady flow of repeat business and revenue, and serve as a testament for us in marketing and business development with new customers.
We have an experienced and committed management team with succession plan
We are led by Mr. Lim CP, our Executive Director and Chief Executive Officer and one of the founding shareholders, who has been instrumental in spearheading the growth of our Group. Mr. Lim CP has over 42 years of experience in the trading of reconditioned and new Containers in Singapore and is primarily responsible for planning and execution of our Group’s business strategies. He is supported by the other Executive Director, Executive Officers and senior management (namely Mr. Liang Zhao Rong, Mr. Lim KS, Mr. Lim TC, Mr. Lim TM and Mr. Quek Che Wah) who collectively possesses expertise in reconditioning services, sales and marketing, operations, customer relationship management, human resources, operations and financial control and have been working with our Group for over 23 years on average. We believe that the collective knowledge, experience and expertise of our Executive Directors, Executive Officers and senior management will serve to respond to our customers’ needs in a timely manner which are essential for us to secure new business as well as maintain our existing customers. See “Item 6. Directors, Officers and Senior Management”.
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Moreover, we recognize that effective succession planning is important in building a pipeline of leaders to ensure business continuity. As such, the second generation of Mr. Lim CP, namely Mr. Lim TM and Mr. Lim TC, joined the Group in 1999 and 2003, respectively, to look after sales and operations. Our management team is conscientious in identifying, grooming and preparing our own staff for management roles. With all of our client-facing senior management being groomed internally, we are able to maintain a consistent management culture and our commitment towards personal development of our staff will in turn enable us to maintain our service quality as we continue to expand.
We have a fleet of 10 delivery trucks which enables us to efficiently coordinate and manage our logistic service
For the financial year ended May 31, 2026, we had a fleet of 10 delivery trucks, which allows us to undertake efficient and coordinated logistic services for the delivery and collection of drums. Having our own fleet of trucks allow us to expediently deploy them to various locations as and when required as we do not need to rely on third parties. We also have an experienced in-house servicing team for our trucks to ensure that they are well maintained and operating efficiently.
Business strategies
According to the International Monetary Fund (IMF), the nominal gross domestic product (GDP) in Singapore is expected to grow from approximately S$573.8 billion in 2022 to approximately S$678.7 billion in 2026, at a CAGR of approximately 4.3%. According to Frost & Sullivan, the Container reconditioning industry in Singapore is also expected to grow from approximately S$501.5 million in 2022 to approximately S$594.6 million in 2026, at a compound annual growth rate (CAGR) of approximately 4.3%. Our principal objective is to take advantage of such anticipated growth to sustain continuous growth in our business and to increase our market share and expand our customer base in the sale of reconditioned and new Containers industry in Singapore and the Southeast Asian region whilst reducing our environment footprint with the following strategies:
Increasing our storage facilities and diversify the range of Containers
As we plan to increase our market share, we intend to diversify our range of reconditioned and new Containers so that we can expand our customer base to include companies that operate in the semiconductor and shipyard industries. As our range of Containers and our customer base expands, we will need additional physical storage facilities to house our products. We intend to look for opportunities to acquire or lease properties so that we will have sufficient space to house our products. In the event that our business continues to grow, we also may need to expand our Plant to accommodate more machinery for reconditioning works.
Strategic acquisitions, joint ventures and/or strategic alliances
We intend to focus on our principal business activities in the sales of Containers, we plan to explore opportunities to collaborate with suitable partners in related industries through strategic alliances, joint ventures, acquisitions and investments. For example, if a suitable opportunity arises, we may collaborate with potential partners in the waste management industries if these collaborations are likely to provide us with more business opportunities.
Creating enterprise value through the strengthening of our ESG
Our mission is to make it our corporate social responsibility to offer environmentally friendly, efficient, innovative and reliable products and services in Singapore and the Southeast Asian region to help our customers move towards a zero environmental impact footprint and to save costs and achieve better allocation of resources in the process. As such, we also strive to make sure that all our work processes are environmentally friendly. We are already recycling wastewater, the Containers that cannot be reconditioned and the other miscellaneous items that we collect during the provision of our services. As our work processes consume a lot of electricity, we have installed solar panels on the roof of our Plant so that our work processes can be more friendly to the environment.
Renewing and expanding our fleet of delivery trucks
To further strengthen our ESG, we intend to replace our fuel delivery trucks with electric delivery trucks. Moreover, as we target to expand our customer base and increase our market share, we will need more delivery trucks to service them. With a newer fleet of delivery trucks, we believe our corporate image will be enhanced and that the downtime caused by wear and tear of the old delivery trucks would also be reduced, thereby enhancing the quality of our services.
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Working towards Industry 5.0 through the three pillars of human-centricity, resilience and sustainability through automating certain aspects of our reconditioning process
As our current business operations are highly labor intensive by nature, and we rely largely on the experience and expertise of our employees in our production process, we believe that there are opportunities for us to use technology to streamline our processes in order to increase operational efficiency so that our employees can focus on higher value-added services and modernize our business operations.
Increase marketing and brand building
We generally develop our business through word-of-mouth customer referrals, advertisements in the Directory of Singapore Process & Chemical Industries and our corporate website. In order to increase our market share and expand our customer base, it is essential that we increase the public awareness of our brand and our products and services in both our current and potential markets through active participation in online marketing campaigns, including search engine marketing and search engine optimization.
Quality Assurance
Our Directors believe that our success is largely dependent on our ability to offer quality products and services that fulfil the needs of our customers. In pursuit of quality excellence, we have implemented a QMS which is accredited to be in compliance with the requirements of ISO 9001 (quality management) since 2008. The main objectives of our QMS are:
| ● | to ensure leadership capability; | |
| ● | to enhance our understanding in market segmentation and customer needs; | |
| ● | to enhance our product knowledge; | |
| ● | to ensure our ability to launch new and innovative products faster than our competitors; | |
| ● | to ensure our pricing competency; | |
| ● | to establish ourselves as the sole-dealer of good brand products; | |
| ● | to focus on saving costs for our customers and to provide one-stop reconditioning services to our customers; and | |
| ● | to share our achievements with our staffs. |
Mr. Quek Che Wah, our Deputy Chief Executive Officer, has overall responsibility for our QMS. Mr. Lim TC, our operations director, is the management representative of our QMS and is responsible for establishing the processes needed for our QMS and overseeing the implementation of our QMS. Internal audit on our QMS is conducted annually to review and evaluate our compliance with ISO 9001 requirements. Our QMS mainly covers the following aspects:
Production management
Our operations supervisors are responsible for monitoring quality control of our reconditioned Containers. They are responsible for setting up our pre-production checklist and grading the used Containers we acquired through visual inspection and physical check based on our internal guidelines. The non-conforming used Containers will be scrapped or recycled immediately. They are also responsible for testing the reconditioned Containers through visual inspection and physical check to ensure that they meet our internal guidelines and any non-conforming reconditioned Containers will be sent for another round of recondition process.
In order to ensure smooth production processes, our operations supervisors are responsible for preparing the service checklist of our machinery, ensuring that our machinery is maintained every week and serviced every month as well as ensuring that there are sufficient spare parts for the monthly services. They are also responsible for getting feedback from our production team and mechanics during the monthly briefing meetings, to determine what changes are required to our work processes and what machinery needs to be replaced after getting the feedbacks and to take all appropriate follow-up actions, including briefing the production team on the changes to the work processes and getting the relevant approvals for the replacement of machinery.
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Materials procurement
All our purchases must be approved by the relevant department heads and purchases exceeding S$50,000 must also be approved by our Deputy Chief Executive Officer. We generally only work with suppliers on our list of internally approved suppliers, unless there are suppliers recommended by our customers. We assess the suppliers based on their pricing, credit period, products/services, reputation, track record as well as their capability to meet our requirements. We generally obtain more than one quotation for major purchases. We implement our internal acceptance procedures on materials procured and our operations supervisors are responsible to conduct checks on materials received to deter materials of inferior or unsatisfactory quality upon delivery.
Relationships with our customers
We regularly communicate with our customers to get their feedback on our products/services by face-to-face meetings or telephone conferences. We also send product survey to our customers on a quarterly basis. We have implemented procedures for handling complaints from our customers to ensure due record of and timely response to customers’ comments. We also perform follow-up actions based on our customers’ comments (such as making appropriate changes to improve our work processes in order to maintain our quality standard and briefing our production team on a monthly basis on the improvement required and our customers’ requirements, etc.) and also make note of their feedback for future reference. In order to minimize complaints from our customers, our operations supervisors conduct quality control checks on our products before they are delivered to our customers.
Environmental Protection
Reconditioning of used Containers may generate a lot of waste which may inevitably have an impact on the environment. To carry out our corporate responsibility in respect of environmental protection and to be in compliance with the relevant laws and regulations, we have our own wastewater treatment facilities to treat the wastewater generated in our plant and over 65% of the treated wastewater is deployed in the reconditioning process and a licensed independent waste collector collects the remaining sludge derived from the wastewater treatment for proper disposal in accordance with the requirements of the NEA. We have also installed a volatile organic compounds (VOC) monitoring system to track the water pH level and the parts per million (ppm) of the water released to public sewage. We also send all the non-conforming used Containers for scrapping or recycle and we endeavor to sell all the scraps, recycled materials and all the other recyclable materials which we identify during our work process to the appropriate recycle companies and the other industrial wastes are properly disposed by licensed independent waste collectors. During the financial years ended May 31, 2025 and 2026, we had no material non-compliance or violations of any laws and regulations in relation to environmental protection.
Workplace Health and Safety
Our Group’s business in Singapore is subject to various environmental and safety standards and regulations including Environmental Protection and Management Act (Chapter 94A), Environmental Protection and Management (Hazardous Substances) Regulations, Environmental Public Health (Toxic Industrial Waste) Regulations 1988, the Sewerage and Drainage (Trade Effluent) Regulations, the Arms and Explosives Act (Chapter 13), the Electricity Act (Chapter 89A), the Electricity (Electrical Installations) Regulations 2002, the Workplace Safety and Health Act (Chapter 354A), Workplace Safety and Health (General Provisions) Regulations and the Work Injury Compensation Act (Chapter 354). Please refer to the “Regulatory Environment” section of as of the date of this Annual Report for more information. We are committed to risk management, health and safety standards, quality assurance and environmental impact control. We operate under the strict regime of these environmental and safety standard and regulations and our Directors are not aware of any infringements for the financial years ended May 31, 2025 and 2026.
We endeavor to implement and maintain a robust workplace safety and health management safety system, and on June 25, 2021 we obtained a certificate from WSH (which will remain valid until August 5, 2027) certifying that Jurong Barrels has fulfilled the requirements to obtain the Level Star accreditation under bizSAFE. In particular, all our drivers are required to obtain the Hazmat Transport Driver Permit issued by the SCDF to transport liquid toxic industrial wastes. All our forklift operators are required to attend a forklift operator course conducted by an accredited training provider recognized by the MOM and passed the relevant theory and practical tests before they can apply for a Forklift License issued by the MOM. Other than the mandatory courses, we also encourage our forklift operators, metal workers, drivers and driver attendants to attend various courses on safety and technical skills to ensure that they are updated on new developments and requirements in the industry.
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We consistently review our workplace safety and health system and implement additional measures and safe work procedures for our operations, including:
| ● | conducting risk assessments for non-routine activities; | |
| ● | implementing an in-house orientation program and assessment program for relevant newly hired employees; | |
| ● | implementing pre-lift meetings for the lifting team to ensure that the forklift operator has a better understanding of the intended load to be lifted, the effective radius of the forklift and the distance of the load; | |
| ● | establishing an emergency response procedure and communicating such procedure to all forklift operators, drivers and driver attendants; and | |
| ● | establishing a checklist for the monthly workplace safety and health inspection conducted by our management. |
We emphasize strongly on employee training and we conduct on-the-job training for our employees to equip them with the requisite knowledge and technical skills for the responsibilities and requirements of their jobs. Some of our employees undergo relevant certifications organized by government-appointed training centers where they become certified to operate and erect forklifts in Singapore. Some of our employees also undergo workplace safety courses regularly, depending on their job requirements.
Competition
We are the leading supplier of a wide range of reconditioned and new Containers in Singapore, and accounted for approximately 40.5% of the market share (in terms of revenue) of the reconditioned Containers industry in Singapore in 2026. The market of reconditioning of Containers in Singapore is relatively consolidated with less than 5 industry participants in 2026. In 2026, there are 216 NEA licensed toxic industrial waste collectors in Singapore, of which 20 are engaged in industrial waste collection involving containers. Large scale market participants, like ourselves, generally have a diversified product portfolio, are involved in all parts of the value chain, including collection and recycling, and offer for sale a full line of reconditioned Containers. The barrier to enter the industry is relatively high as it involves heavy capital investments to set-up and operate the business, industry expertise to provide integrated solutions and value-added services to customers, well-established and long-term business relationships with customers and suppliers as well as a strong track record to attract new customers.
To the best of our knowledge, we have identified the following as our main competitors to our reconditioned Containers sales business in Singapore:
| ● | Global Barrels Industries Pte Ltd | |
| ● | Hock Ann Seng Industries Pte Ltd |
Intellectual Property
Our Group has not registered any intellectual property rights. We were not involved in any proceedings with regard to, and we have not received notice of any claims of infringement of, any intellectual property rights that may be threatened or pending, in which we may be involved either as a claimant or respondent.
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Employees
We employed 99 persons as of May 31, 2026 who were all based in Singapore. 57 of those employees were foreign workers. The following table contains a breakdown of our employees by position:
| Position | Number of Employees | |
| Administrative | 20 | |
| Barrel reconditioning/recycling workers | 60 | |
| Technicians | 5 | |
| Mechanics | 2 | |
| Drivers | 12 | |
| Total | 99 |
Over 25% of our employees had worked with us for over 10 years as of May 31, 2026. Our employees are not covered by collective bargaining agreements. We consider our labor practices and employee relations to be good and we generally pay our employees above the median salary published by the MOM. We have not experienced any difficulty in the hiring of employees, even when Singapore was affected by lockdowns during the COVID-19 pandemic.
Insurance
We maintain fire, industrial and public liability insurance policies covering our Plant and Warehouse in accordance with customary industry practice. We carry work injury compensation insurance for all employees and medical and death insurance for our foreign employees, in compliance with applicable regulations. We do not carry general business interruption or “key person” insurance. We will continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with our needs and with industry practice in Singapore.
Litigation and Other Legal Proceedings
On March 24, 2026, Plaintiffs Patrick Shane Johnson, Jack Pena and Hitesh Dev filed a putative civil class action complaint before the Supreme Court of the State of New York, New York County (Patrick Shane Johnson, et al. v. Syla Technologies Co., Ltd., et al. (New York County Sup. Ct. Index No. 153671/2026). Plaintiffs, for themselves and others similarly situated, assert claims against approximately 47 issuers (including the Company), as well as a large number of underwriters and individuals. Although none of the named Plaintiffs are alleged to be current or former shareholders of the Company, Plaintiffs assert claims against the Company for violations of Sections 11 and 12 of the Securities Act of 1933 arising from alleged material misrepresentations or omissions in the Company’s registration statement or prospectus issued in connection with the Company’s initial public offering. More specifically and similar to all of the named defendants-issuers, Plaintiffs allege that the Company purportedly failed to disclose that the Company’s shares were susceptible to pump-and-dump schemes, which Plaintiffs allege purportedly occurred and which schemes were conducted by unknown individuals, or the defendants themselves. The Company has not yet been formally served with the Summons and Complaint filed in the action. Should the case proceed, the Company believes the claims asserted against it are legally defective and without merit, and the Company intends to vigorously defend the action.
As of the date of this Annual Report, other than the class action lawsuit described above, there are no material proceedings to which the Company, any Director or Officer of the Company, or any associate of any such Director or Officer, is a party that is adverse to our Company or any of our subsidiaries or that has a material interest adverse to our Company or any of our subsidiaries. No Director or Executive Officer of the Company has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No Director or Executive Officer of the Company has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No Director or Executive Officer of the Company has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, or securities or banking activities during the past ten years. No Director or Executive Officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.
However, we may from time to time after the date of this Annual Report become subject to claims and litigation arising in the ordinary course of business. One or more unfavorable outcomes in any claim or litigation against us could have a material adverse effect for the period in which such claim or litigation is resolved. In addition, regardless of their merits or their ultimate outcomes, such matters are costly, divert management’s attention and may materially adversely affect our reputation, even if resolved in our favor.
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Impact of COVID-19 on our business
The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has caused minimal disruption to our operations as well as the operations of most of our customers and suppliers as our businesses are classified as essential services by the Singapore government and, therefore, were allowed to operate normally during the lockdown periods.
REGULATORY ENVIRONMENT
This section sets forth a summary of the material laws and regulations that affect our Group’s business and operations in Singapore. Information contained in this section should not be construed as a comprehensive summary nor detailed analysis of laws and regulations applicable to the business and operations of our Group. This overview is provided as general information only and not intended to be a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations of Singapore on our business and operations.
Laws and Regulations Relating To Our Business In Singapore
As our operating subsidiaries are incorporated in Singapore, we are subject to all relevant laws and regulations of Singapore and may be affected by new laws, regulations and policies which are introduced by the Singapore government from time to time. We have identified the main laws and regulations (apart from those pertaining to general business requirements) that we anticipate may materially affect our operations, the relevant regulatory bodies and the licenses, permits and approvals typically required for the conduct of our business in Singapore.
The following description is a summary of material laws and regulations applicable to our operations in Singapore. The laws and regulations set out below are not exhaustive and are only intended to provide general information to investors and are neither designed nor intended to be a substitute for professional advice. Prospective investors should consult their own advisers regarding the implication of the relevant laws and regulations on us.
Laws and regulations relating to electrical installations
Electricity Act 2001 (“EA 2001”) and Electricity (Electrical Installations) Regulations 2002 of Singapore (“EEIR 2002”)
The Energy Market Authority (“EMA”) is the regulatory authority of the electricity industry in Singapore.
In Singapore, consumers using certain electrical installations, unless otherwise exempted under the EA 2001, are required to hold an electrical installation license and engage a licensed electrical worker (“LEW”) of the appropriate class to carry out regular inspection of their installations to ensure that it is safe for use.
Under the EA 2001, an electrical installation comprises of electrical wirings, fittings or apparatus used for the conveyance and control of electricity in any premises.
The main objective of the licensing scheme for electrical installations is to ensure that owners or users of large electrical installations maintain their electrical installations properly and arrange for their electrical installations to be inspected and certified fit for operation by LEWs on an annual basis.
As of the date of this Annual Report, Jurong Barrels is a holder of an Electrical Installation License granted by the EMA under the provisions of the EA 2001 and the EEIR 2002. The Electrical Installation License is required to be renewed on an annual basis.
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Laws and regulations relating to explosive precursors
Arms and Explosives Act 1913 (“AEA 1913”) and Arms and Explosives (Explosive Precursors) Rules 2007 (“EPR 2007”) of Singapore
The AEA 1913 is the primary legislation in Singapore regulating the handling of guns, explosives, explosive precursors, certain other weapons such as swords, daggers and spears as well as noxious substances.
Under the AEA 1913, explosive precursors refer to any of the 15 substances specified in the Second Schedule of AEA 1913. As part of its business, Jurong Barrels deals with sodium nitrite, which is the 12th explosive precursor referred to in the Second Schedule of the AEA 1913.
Section 21A(1) of the AEA 1913 provides that a person must not unless authorized thereto by license, and in accordance with the conditions of the license and such other conditions as may be prescribed, have in the person’s possession or under the person’s control, import, export, manufacture or deal in any explosive precursor.
Further, under the EPR 2007, a licensee shall keep and maintain and register book for a period of not less than 3 years from the date the record is made, and make the register book available for inspection by the Licensing Officer, who is responsible for the issuance of licenses on explosive precursors under Section 4 of the AEA 1913.
As of the date of this Annual Report, the Singapore Police Force (SPF) has granted Mr. Lim CP for Jurong Barrels a license to possess or control sodium nitrite in the quantity of 300,000 kg as well as a license to store sodium nitrite in the quantity of 300,000 kg respectively. As of the date of this Annual Report, the Company has been informed by the SPF that it is required to install a 24-hour CCTV in the storage room in order to renew the license. The Company intends to install such a 24-hour CCTV in the near future.
Laws and regulations relating to discharge of trade effluent
Sewerage and Drainage Act 1999 (“SDA 1999”) and Sewerage and Drainage (Trade Effluent) Regulations 1999 (“TER 1999”) of Singapore
The SDA 1999 governs the provision, operation and maintenance of the sewerage systems in Singapore.
As defined in the SDA 1999, trade effluent refers to any liquid, including particles of matter and other substances in suspension in the liquid, which is the outflow from any trade, business or manufacture or of any works of engineering or building construction.
All trade effluent to be discharged into the public sewerage system must be done with prior written approval from the PUB. Requirements relating to trade effluent discharge are set out in the SDA 1999 as well as the TER 1999.
During the course of its business operations, Jurong Barrels generates trade effluent, which is discharged into the public sewer. As of the date of this Annual Report, Jurong Barrels has obtained written approval from the PUB to discharge trade effluent into the public sewer at its plant located at 34 Gul Crescent, Singapore 629538 (the “Plant”). The written approval which is currently in force, is valid from December 11, 2025 and is set to expire on December 10, 2030.
Laws and regulations relating to toxic industrial waste
Environmental Public Health Act 1987 (“EPHA 1987”) and Environmental Public Health (Toxic Industrial Waste) Regulations 1988 (“TIWR 1988”) of Singapore
Under the EPHA 1987, toxic industrial waste refers to any industrial waste which, owing to its nature, composition or quantity, constitutes a danger to human health or the environment or which contains or may produce pathogens of transmissible diseases.
The handling, transportation, treatment and disposal of toxic industrial waste in Singapore is regulated under TIWR 1988 which is a subsidiary legislation derived from the EPHA 1987. TIWR 1988 sets out the restrictions on the generation of toxic industrial wastes as listed in its Schedule, as well as regulations on the import, transport and storage of such waste.
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Laws and regulations relating to collection of toxic waste
TIWR 1988 prescribes that all toxic industrial waste collectors must be licensed. Under the TIWR 1988, a toxic industrial waste collector is defined as a person who receives toxic industrial wastes for storage, reprocessing, treatment and disposal.
Under Regulations 9 and 10 of the TIWR 1988, a license must be obtained from the PCD to collect specific toxic industrial wastes as stipulated in the license and such waste storage and treatment activities is to be confined to waste storage approved premises and facilities.
Laws and regulations relating to transportation of toxic industrial waste
The transportation of toxic industrial waste is regulated under the TIWR 1988.
Written transport approval from the PCD is required for the transportation of wastes in quantities which exceed those specified in the TIWR 1988.
TIWR 1988 delineates the functions and responsibilities of the key persons involved in the transportation process, which are as follows:
| (a) | Consignor: means any person who presents a consignment of toxic industrial waste for transport or on whose behalf such consignment is presented. | |
| (b) | Carrier: means any person undertaking the transport of toxic industrial waste and includes both carriers for hire or reward and carriers on own account; | |
| (c) | Consignee: is the person who receives the controlled wastes. | |
| (d) | Driver: Driver of the vehicle transporting the toxic industrial wastes |
As Jurong Barrels receives empty Containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin for storage, reprocessing, use, treatment or disposal at its Plant and transports empty Containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin as part of its business operations, as of the date of this Annual Report, Jurong Barrels has obtained a license for the transportation of toxic industrial waste as well as a toxic industrial waste collectors’ license from the relevant regulatory authority, the NEA.
Laws and regulations relating to storage and use of hazardous substances
Environmental Protection and Management Act 1999 (“EPMA 1999”) and Environmental Protection and Management (Hazardous Substances) Regulations 1999 (“HSR 1999”) of Singapore
Regulation 17(1) of HSR 1999 provides that a person shall not use, keep or have in his possession or under his control any hazardous substance specified in the Schedule unless he is authorized to store such hazardous substance.
HSR 1999 sets out the approval procedure for the transport, or consignment for transport of any hazardous substance as listed in it Schedule, as well as import licensing and storage permit procedure for hazardous substances.
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As of the date of this Annual Report, Jurong Barrels has obtained a permit from the NEA to store and use certain hazardous substances pursuant to the EPMA 1999 and Regulation 17 of the HSR 1999 to store at its business at its Plant and use the following substances for various purposes:
| (a) | Sodium hydroxide (50.00% purity, at a maximum quantity of 100.00 litres permitted to be stored): To prevent grease; | |
| (b) | Sulphuric acid (35.00% purity, at a maximum quantity of 100.00 litres permitted to be stored): For water treatment; and | |
| (c) | 2,2-Dibromo-3-Nitrilproprionamide (“DBNPA”) (20% purity, at a maximum quantity of 200 litres): Sprayed into internal container. |
Laws and regulations relating to motor vehicles
Road Traffic Act 1961 (“RTA 1961”) of Singapore
As part of its business operations, Jurong Barrels owns 10 delivery trucks in its fleet which are utilized on Singapore roads, and are being used for the disposal of toxic industrial waste and the provision of collection and/or delivery services.
The RTA 1961 sets out the regulations relating to road traffic and other regulations concerning the use of vehicles and the user of roads.
Section 10 of the RTA 1961 provides that subject to the RTA 1961 and its relevant rules, no person shall keep or use a vehicle unless it has been registered under the RTA 1961 and its registration has not been cancelled.
Further, Section 10B of the RTA 1961 provides that no heavy vehicle shall be registered under the RTA 1961 unless the person applying for the registration of the heavy vehicle satisfies the Registrar of Vehicles of Singapore that a vehicle parking certificate or such other document in respect of the parking of the heavy vehicle has been issued by the relevant authority under the Parking Places Act 1974 of Singapore.
Parking Places Act 1974 (“PPA 1974”) of Singapore
Delivery trucks, being heavy vehicles, also constitute part of Jurong Barrels’ fleet. A “heavy vehicle” is defined under Section 2 of the PPA 1974 to mean:
| (a) | any heavy goods vehicle or concrete mixer, the maximum laden weight of which exceeds 5,000 kilograms; | |
| (b) | any bus with a seating capacity of more than 15 persons, not inclusive of the driver; | |
| (c) | any trailer, containing trailer, low loader or flat-bed trailer, the maximum laden weight of which exceeds 5,000 kilograms; and | |
| (d) | any mobile crane or recovery vehicle the unladen weight of which exceeds 2,500 kilograms. |
Parking Places (Parking of Heavy Vehicles) Rules 1994 (“PPR 1994”) of Singapore
Pursuant to Regulation 4 of the PPR 1994, every person who is the registered owner of, or who has purchased, a heavy vehicle shall:
| (a) | procure a designated parking space for the parking of the heavy vehicle; or | |
| (b) | if the registered owner owns or has purchased 2 or more trailers, may procure one designated parking space for the parking of not more than 3 such trailers; or | |
| (c) | if the registered owner owns or has purchased 2 or more 20-foot trailers, may procure one designated space for the parking of not more than 6 such trailers. |
Regulation 4(4) of the PPR 1994 provides that, upon compliance with the foregoing, the registered owner shall apply for a vehicle parking certificate in respect of the heavy vehicle.
Regulation 6 of the PPR 1994 provides that every vehicle parking certificate shall be valid for the period for which a designated parking space for the parking of the heavy vehicle has been procured.
As of the date of this Annual Report, the motor vehicles which the Jurong Barrels owns and operates for its business in Singapore have been duly registered and Jurong Barrels has procured the necessary parking spaces and vehicle parking certificates in Singapore in respect of all delivery trucks in its fleet.
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Road Traffic (Expressways - Excluded Vehicles) Rules 2010 (“EEVR 2010”) of Singapore
Regulation 3 of the EEVR 2010 provides that no person shall use any excluded vehicle, or cause or permit any excluded vehicle to be used, on any part of an expressway.
The First Schedule of the EEVR 2010 provides that excluded vehicles include:
| 1. | bicycles; 1A. power-assisted bicycles | |
| 2. | tricycles; | |
| 3. | trishaws; | |
| 4. | motorcycles with side cars attached; | |
| 5. | motorcycles for which the designed maximum speed is less than 50 kilometres per hour; | |
| 6. | invalid carriages; | |
| 7. | three-wheeled vans; | |
| 8. | low trailers; | |
| 9. | road rollers; | |
| 10. | ready-mix concrete trucks; | |
| 11. | mobile cranes; | |
| 12. | forklifts; | |
| 13. | excavators; | |
| 14. | road pavers; | |
| 15. | tractors; | |
| 16. | dumpers; | |
| 17. | wheel loaders; | |
| 18. | bulldozers; | |
| 19. | graders; | |
| 20. | mobile concrete pumps; | |
| 21. | hydrant dispensers; | |
| 22. | motor vehicles with any of the wheels fitted with neither a pneumatic tire nor a solid rubber tire; and | |
| 23. | any other motor vehicle where the maximum speed at which it may be driven on any road under the Road Traffic (Regulation of Speed) Regulations (R 13) is less than 50 kilometres per hour. |
However, Regulation 4 of the EEVR 2010 provides that the owner or driver of an excluded vehicle may apply for a permit authorizing the excluded vehicle to be used on an expressway or any part thereof.
Jurong Barrels is the owner of 12 forklifts which are utilized frequently as part of its business operations. As of the date of this Annual Report, none of the forklifts are used on expressways in Singapore. Jurong Barrels will apply and obtain approval from the relevant authorities for such use should such need arise.
Motor Vehicles (Third-Party Risks and Compensation) Act 1960 (“MVA 1960”) of Singapore
The MVA 1960 provides for regulations concerning third-party risks arising out of the use of motor vehicles and for the payment of compensation in respect of death or bodily injuries arising out of the use of motor vehicles.
Section 3 of the MVA 1960 provides that it shall be unlawful for a person to use or cause or permit any other person to use a motor vehicle in Singapore unless there is in force in relation to the use of the motor vehicle by that person or that other person such policy of insurance in respect of third-party risks.
Section 4(1) of the MVA 1960 provides that to comply with the requirements of the MVA 1960, a policy of insurance must be issued by an insurer who at the time the policy is issued is lawfully carrying on motor insurance business in Singapore and the policy insures such person, persons or classes of persons as may be specified in the policy in respect of any liability which may be incurred by him or them in respect of the death of or bodily injury to any person caused by or arising out of the use of the motor vehicle in Singapore.
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As of the date of this Annual Report, Jurong Barrels has obtained the relevant motor insurances covering third-party risks and such insurances will cover the relevant third-party liabilities that may be incurred by the drivers of its delivery trucks. As of the date of this Annual Report, the Company has not had any claims filed under the relevant motor insurances.
In February 2026, Singapore amended the Road Traffic Act 1961 to facilitate the transition to the next-generation Electronic Road Pricing (“ERP 2”) system and to enhance penalties for certain vehicle-safety offences. From 1 January 2027, all Singapore-registered motor vehicles must have an ERP 2 On-Board Unit (“OBU”) installed in order to travel on public roads in Singapore. The amendments also provide for the decriminalisation of missed ERP charges, which will instead be treated as an administrative matter.
As of the date of this Annual Report, Jurong Barrels has obtained an ERP 2 OBU for each of its fleet of 10 delivery trucks. The Company’s forklifts are primarily used for warehouse and internal operations and are not ordinarily operated on public roads. Accordingly, the Company does not currently expect the ERP 2 requirements applicable to Singapore-registered motor vehicles travelling on public roads to have a material impact on the operation of its forklifts.
Laws and regulations relating to personal data
Personal Data Protection Act 2012 (“PDPA 2012”) of Singapore
The Personal Data Protection Act 2012 (the “PDPA 2012”) generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (being data, whether true or not, about an individual who can be identified from that data or from that data and other information to which organizations have or are likely to have access), and to provide individuals with the right to access and correct (any error or omission in) their own personal data. Organizations have mandatory obligations to assess if the data breaches they suffer are notifiable data breaches, and are required to notify the Singapore Personal Data Protection Commission (“PDPC”) and the affected individuals where the data breach is of a certain severity (where the data breach results in, or is likely to result in significant harm to the affected individual, and/or is, or is likely to be of significant scale).
The PDPA 2012 also imposes various baseline obligations on organizations in connection with permitted uses of, accountability for, the protection of, the retention of, and overseas transfers of, personal data. In addition, the PDPA requires organizations to check “Do-Not-Call” registries prior to sending marketing messages (whether in sound, text, visual or other forms) addressed to Singapore telephone numbers (or other telephone numbers as may be prescribed), through voice calls, fax, text messages or other means.
The PDPA 2012 creates various offenses in connection with the improper use and/or disclosure of personal data, certain methods of collecting personal data and certain failures to comply with the requirements under the PDPA 2012. These offences may be applicable to organizations, their officers and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA 2012 empowers the PDPC with significant regulatory powers to ensure compliance with the PDPA, including powers to investigate, give directions and impose financial penalties on convicted organizations. In addition, the PDPA 2012 creates a right of private action, pursuant to which the Singapore courts may, upon such persons’ application, grant damages, injunctions, declarations and such other relief the courts deem fit to persons who suffer loss or damages directly as a result of contraventions of certain requirements under the PDPA 2012.
The PDPA 2012 was last amended by the Personal Data Protection (Amendment) Act 2020 (the “Amendment Act”), resulting in significant amendments to the PDPA 2012. The changes brought about by the Amendment Act have since been implemented in phases as of 1 February 2021. Amongst others, this has included the implementation of the mandatory data breach notification requirement, the accountability principle and introduction of offences relating to mishandling of personal data.
The maximum financial penalty for breaches of PDPA 2012 by an organization is the higher of S$1 million or 10% of the organization’s annual turnover in Singapore.
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The Amendment Act also introduced a data portability obligation under the PDPA. The obligation will require an organization, upon an individual’s request, to transmit the individual’s data that is in the organization’s possession or under its control to another organization in a commonly used machine-readable format. As at the date of this Annual Report, the data portability obligation has not yet come into force and the PDPC has stated that it will take effect when the relevant Regulations are issued. We will continue to monitor developments relating to the implementation of the data portability obligation and assess its impact on the Group’s data protection policies, processes and systems.
In addition, the PDPC announced in February 2026 that private organizations are required to cease using full or partial National Registration Identity Card (“NRIC”) numbers for authentication purposes by December 31, 2026. From January 1, 2027, the PDPC will step up enforcement against organizations that continue to use NRIC numbers for authentication. We are reviewing our existing authentication practices and will take the necessary measures to comply with the requirements within the prescribed timeframe. The Company continues to review and enhance its personal data protection and cybersecurity measures in accordance with the applicable requirements and regulatory guidance.
Laws and regulations relating to industrial noise control and nuisances
Environmental Public Health Act 1987 (“EPHA 1987”) of Singapore
The EPHA 1987 is administered by the NEA and regulates, among other things, the disposal and treatment of industrial waste and public nuisances. Under the EPHA 1987, the Director- General of Public Health of Singapore (the “DGPH”) may, upon receipt of any information with respect to the existence of a nuisance liable to be dealt with summarily under the EPHA 1987 and if satisfied of the existence of a nuisance, serve a nuisance order on the person by whose act, default or sufferance the nuisance arises or continues, or if the person cannot be found, on the owner or occupier of the premises on which the nuisance arises. Some of the nuisances which are liable to be dealt with summarily under the EPHA 1987 include any factory or workplace which is not kept in a clean state, any place where there exists or is likely to exist any condition giving rise, or capable of giving rise to the breeding of flies or mosquitoes, any place where there occurs, or from which there emanates noise or vibration as to amount to a nuisance and any machinery, plant or any method or process used in any premises which causes a nuisance or is dangerous to public health and safety. If the DGPH receives any information in respect of the existence of a nuisance liable to be dealt with under the EPHA 1987, a nuisance order may be served on the person responsible for the nuisance prescribing the measures to be taken to remedy the nuisance. Any failure to comply with the nuisance order served is an offense and such person is liable upon conviction for a fine not exceeding S$10,000 for the first offense and to a further fine not exceeding S$1,000 for every day during which the offense continues after conviction.
Environmental Protection and Management Act 1999 (“EPMA 1999”) of Singapore
The EPMA 1999 of Singapore and its subsidiary legislation are administered by the NEA, which provide for, among other things, laws relating to pollution control in Singapore through the regulation of various industries. Pursuant to the Environmental Protection and Management (Boundary Noise Limits for Factory Premises) Regulations (the “EPM Regulations 1999”), the owner or occupier of any factory premises shall ensure that the level of noise emitted from his premises does not exceed the maximum permissible noise levels as set out in the First Schedule to the EPM Regulations 1999. The permissible noise levels may vary depending on the type of affected premises, which include, among others, noise sensitive premises that require peace and quiet, residential premises and commercial premises not including factory premises. Any person who fails to comply with the requirements under the EPM Regulations 1999 is guilty of an offense and liable upon conviction for (a) a fine not exceeding S$5,000 on the first conviction, and in the case of a continuing offense, to a further fine not exceeding S$200 for every day or part thereof the offense continues after the conviction; and (b) a fine not exceeding S$10,000 on a subsequent conviction, and in the case of a continuing offense, to a further fine not exceeding S$300 for every day or part thereof during which the offense continues after conviction.
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Laws and regulations relating to workplace health and safety
Workplace Safety and Health Act 2006 of Singapore (“WSHA 2006”)
Sections 12(1) and 12(2) of the WSHA 2006 provide that every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of its employees at work. These measures include providing and maintaining for the employees a work environment that is safe, without risk to health, and adequate with regards to facilities and arrangements for employees’ welfare at work, ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used by the employees, ensuring that the employees are not exposed to hazards arising out of the arrangement, disposal, manipulation, organization, processing, storage, transport, working or use of things in or near their workplace and under the control of the employer, developing and implementing procedures for dealing with emergencies that may arise while those persons are at work and ensuring that the employees at work have adequate instruction, information, training and supervision as is necessary for them to perform their work. The relevant regulatory body is the MOM.
Any person who breaches his duty under the WSHA 2006 is guilty of an offense and will be liable on conviction, in the case of a body corporate, to a fine not exceeding S$500,000 and if the contravention continues after the conviction, the body corporate shall be guilty of a further offense and will be liable to a fine not exceeding S$5,000 for every day or part thereof during which the offense continues after conviction. For repeat offenders, where a person has on at least one previous occasion been convicted of an offense under the WSHA 2006 that causes the death of any person and that person is subsequently convicted of the same offense that causes the death of another person, the court may, in addition to any imprisonment, if prescribed, punish the person, in the case of a body corporate, with a fine not exceeding S$1 million and, in the case of a continuing offense, with a further fine not exceeding S$5,000 for every day or part thereof during which the offense continues after conviction.
Under Section 16 of the WSHA 2006, it is the duty of any person who manufactures any machinery, equipment or hazardous substance (“MEHS”), which includes, among other things, welding equipment, for use at work to ensure, so far as is reasonably practicable, that (a) information regarding the safe use of the MEHS is supplied for use at work (which should include precautions to be taken for the proper use and maintenance of such MEHS, the health hazards associated with the MEHS and the information relating to and the results of any examinations or tests of the MEHS that are relevant to its safe use); (b) the MEHS are safe, and without risk to health, when properly used; and (c) the MEHS are examined and tested in compliance with the obligation imposed by paragraph (b). The duties imposed on any person in respect of the aforementioned shall (i) apply only if the MEHS are manufactured or supplied in the course of a trade or business carried on by the person (whether for profit or not); (ii) apply whether the MEHS are exclusively manufactured or supplied for use by persons at work; (iii) extend to the supply of the MEHS by way of sale, transfer, lease or hire and whether as principal or agent, and to the supply of the MEHS to a person for the purpose of supply to others; and (iv) not apply to a person by reason only that the person supplies the machinery or equipment under a lease-purchase agreement, conditional sale agreement or credit-sale agreement to another (“customer”) in the course of a business of financing the acquisition of the machinery or equipment by the customer from others. In the event any person contravenes the relevant provision in the WSHA 2006 that imposes the aforementioned duty on such person, that person is guilty of an offense, and liable on conviction (in the case of a natural person) for a fine not exceeding S$200,000 or imprisonment for a term not exceeding two years or both, or (in the case of a body corporate) for a fine not exceeding S$500,000.
Further, under Section 21(1), read with Section 21(2) of the WSHA 2006, the Commissioner for Workplace Safety and Health (the “CWSH”) may serve a remedial order or a stop-work order in respect of a workplace if he is satisfied that (a) the workplace is in such condition, or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any work or process carried on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work; (b) any person has contravened any duty imposed by the WSHA 2006; or (c) any person has done any act, or has refrained from doing any act which, in the opinion of the CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work.
The remedial order shall direct the person served with the order to take such measures, to the satisfaction of the CWSH, to, among other things, remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work, whereas a stop-work order will direct the person served with the order to immediately cease to carry on any work or process indefinitely or until such measures as are required by the CWSH have been taken, to the satisfaction of the CWSH, to remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health and welfare of the persons at work, and shall specify the date on which such order is to take effect.
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Pursuant to the Workplace Safety and Health (Noise) Regulations 2011 of Singapore (the “WSHNR 2011”), the occupier of a workplace must take reasonably practicable measures to reduce or control the noise from any machinery or equipment used or from any process, operation or work carried out by him in the workplace, so that no person at work in the workplace is exposed or likely to be exposed to excessive noise. This may include replacing noisy machinery, equipment, processes, operations or work with less noisy machinery, equipment, processes, operations or work, and such other measures as prescribed under the WSHNR 2011. Where it is not practicable to reduce the noise, the occupier of a workplace shall limit the duration of time persons at work are exposed to the noise in accordance with the time limits prescribed in the Schedule under the WSHNR 2011. Any person who contravenes the aforementioned is guilty of an offense and is liable on conviction for a fine not exceeding S$10,000, and in the case of a second or subsequent conviction, for a fine not exceeding S$20,000 or imprisonment for a term not exceeding six months or both.
Pursuant to the Workplace Safety and Health (Risk Management) Regulations 2006 (“Risk Management Regulations 2006”), the employer in a workplace is supposed to, among other things, conduct a risk assessment in relation to the safety and health risks posed to any person who may be affected by his undertaking in the workplace, take all reasonably practicable steps to eliminate or minimize foreseeable risks, implement measures or safety procedures to address the risks, and to inform workers of the same, maintain records of such risk assessments and measures/safety procedures for a period of not less than three years and submit such records to the CWSH when required by the CWSH from time to time. Any employer who fails to comply with the aforementioned requirements is guilty of an offense and is liable on conviction for a fine not exceeding S$10,000 for the first offense, and for a fine not exceeding S$20,000 for a subsequent offense or imprisonment for a term not exceeding six months or both.
Workplace Safety and Health (General Provisions) Regulations 2006 of Singapore (“WSHR 2006”)
More specific duties imposed by MOM on employers are laid out in the WSHR 2006. Some of these duties include taking effective measures to protect persons at work from the harmful effects of any exposure to any biohazardous material which may constitute a risk to their health and ensuring that the employee has the necessary expertise for the work that he is engaged for and implemented adequate safety and health measures.
Pursuant to Regulations 19, 20 and 21 of the WSHR 2006, the following equipment, amongst others, are required to be tested and examined by an examiner (the “Authorized Examiner”), who is authorized by the Commissioner of Workplace Safety and Health (“CWSH”), before they can be used in a factory and thereafter, at specified intervals:
| ● | hoist or lift; | |
| ● | lifting gears; and/or | |
| ● | lifting appliances and lifting machines. |
Upon examination, the Authorized Examiner will issue and sign a certificate of test and examination, specifying the safe working load of the equipment. Such certificate of test and examination shall be kept available for inspection. Under Regulation 22 of the WSHR 2006, it is the duty of the owner of the equipment/occupier of a workplace to keep a register containing the requisite particulars with respect to the lifting gears, lifting appliances and lifting machines. In addition to the above, under the WSHA 2006, inspectors appointed by the CWSH may, among others, enter, a workplace, to make such examination and inquiry as may be necessary to ascertain whether the provisions of the WSHA 2006 are complied with, to take samples of any material or substance found in a workplace or being discharged from any workplace for the purpose of analysis or test, to assess the levels of noise, illumination, heat or harmful or hazardous substances in any workplace and the exposure levels of persons at work therein and to take into custody any article in a workplace which is required for the purpose of an investigation or inquiry under the WSHA 2006.
Further, pursuant to Regulation 41(1), all hazardous substances used in a workplace are required to be placed under the control of a competent person who has the adequate knowledge of the properties of the substances and its dangers.
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Regulation 41(4) of the WSHR 2006 states that these substances should be kept, stored, used, handled or disposed properly so that it will not pose a risk to the health and safety of any person at work.
Regulation 41(2) of the WSHR 2006 also requires hazard communication through the use of warning signs, container labelling and safety data sheets.
In addition, the Workplace Safety and Health (“WSH”) Guidelines on Management of Chemical Programme also prescribes several guidelines relating to the management of hazardous chemicals in production, storage, transport, usage, handling and disposal.
Jurong Barrels has put in place systems to ensure the safety of its workers when handling hazardous chemicals. Jurong Barrels has fulfilled the requirements to obtain the Level 4 accreditation under bizSAFE and has obtained on June 25, 2021 a certificate (valid until June 24, 2027) from WSH confirming the same.
Workplace Safety and Health (Risk Management) Regulations 2006 of Singapore (“Risk Management Regulations 2006”)
Pursuant to Regulation 3 of the Risk Management Regulations 2006, employers and principal must in every workplace conduct a risk assessment in relation to the safety and health risks posed to any person who may be affected by his undertaking in the workplace, and under Regulation 4 of the Risk Management Regulations 2006 take all reasonably practicable steps to eliminate any foreseeable risk to any person who may be affected by his undertaking in the workplace. Where it is not reasonably practicable to eliminate such risk, the employer or principal is required to implement reasonably practicable measures to minimize the risk, such as substitution, engineering control, administrative control and provision and use of suitable personal protective equipment, and safe work procedures to control the risk. The employer and principal shall also take all reasonably practicable steps to ensure that any person in the workplace who may be exposed to a risk to his safety and health is informed of the nature of the risk involved, and any measure of safe work procedures implemented.
Work Injury Compensation Act 2019 of Singapore (“WICA 2019”)
The Work Injury Compensation Act 2019 of Singapore (the “WICA 2019”), which is regulated by the MOM, applies to all employees who are engaged under a contract of service or apprenticeship with an employer regardless of their level of earnings. The WICA 2019 does not cover self-employed persons or independent contractors. However, as the WICA 2019 provides that, where any person (referred to as the principal) in the course of or for the purpose of his trade or business contracts with any other person (referred to as the subcontractor employer), the principal shall be liable to compensate those employees of the subcontractor employer who were injured while employed in the execution of work for the principal. The WICA 2019 provides that if an employee dies or sustains injuries in a work-related accident or contracts occupational diseases in the course of the employment, the employer shall be liable to pay compensation in accordance with the provisions of the WICA 2019. An injured employee is entitled to claim medical leave wages, medical expenses and lump sum compensation for permanent incapacity or death, subject to certain limits stipulated in the WICA 2019.
An employee who has suffered an injury arising out of and in the course of his employment can choose to either:
| (a) | report the accident to his employer in order to submit a claim for compensation through the MOM without needing to prove fault or negligence on anyone’s part. There is a fixed formula in the WICA for the amount of compensation to be awarded; or | |
| (b) | commence legal proceedings to claim damages under common law against the employer for breach of duty or negligence. |
Under Section 24(1) of the WICA 2019, every employer is required to insure and maintain insurance under approved policies with an insurer against all liabilities which he may incur under the provisions of the WICA 2019 in respect of all employees employed by him, unless specifically exempted. Further, pursuant to Section 24(1) of the WICA 2019, read with Regulation 3 and the Second Schedule of the Work Injury Compensation (Insurance) Regulations 2020, every employer is required to maintain work injury compensation insurance for all employees engaged in manual work labor regardless of their salary level, as well as all employees doing non-manual work whose salary exceeds $2,600 a month. Failure to provide adequate insurance is an offense carrying a fine of up to S$10,000 or imprisonment for a term of up to 12 months, or both for a first time offender under Section 25(1) of WICA 2019. For further information on our Group’s insurance policies, please refer to the section headed “Insurance”.
As of the date of this Annual Report, Jurong Barrels has maintained the necessary insurance as required under the WICA 2019.
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Laws and regulations relating to employment
Employment Act 1968 of Singapore (“EA 1968”)
The EA 1968 of Singapore is Singapore’s main labor law. The EA 1968 covers every employee who is under a contract of service with an employer and includes a workman (as defined under the EA 1968) subject to exceptions. The definition of “employee” under the EA 1968 does not extend to freelance contractors who have entered into a contract for service. Accordingly, freelance contractors are not considered to be employees of our Group. The EA provides for the basic terms and conditions at work for employees covered by the EA 1968. It prescribes certain minimum conditions of service that employers are required to provide to their employees, including (i) minimum days of statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal; (iv) provision of key employment terms in writing and (v) statutory maternity leave and childcare leave benefits.
A workman is defined under Section 2 of the EA 1968 as including, among others, (a) any person, skilled or unskilled, who has entered into a contract of service with an employer in pursuance of which he is engaged in manual labor, including any apprentice; and (b) any person employed partly for manual labor and partly for the purpose of supervising in person any workman in and throughout the performance of his work.
Core employment provisions of the EA 1968 include public holiday and sick leave entitlements, minimum days of annual leave, payment of salary and allowable deductions and release for wrongful dismissal, cover all employees, including persons employed in a managerial or executive position, except public servants, domestic workers, seafarers and those who are covered separately.
In addition to the core employment provisions of the EA 1968, Part IV of the Employment Act contains provisions relating to, among other things, working hours, overtime, rest days, holidays, annual leave, payment of retrenchment benefit, priority of retirement benefit, annual wage supplements and other conditions of work or service (“Part IV”). However, such Part IV provisions only apply to: (a) workmen (doing manual labour) earning basic monthly salaries of not more than S$4,500; and (b) employees (excluding workmen) earning basic monthly salaries of not more than S$2,600. An employer who breaches any provision of Part IV of the EA 1968 is guilty of an offense and is liable on conviction for a fine not exceeding S$5,000, and for a second or subsequent offense a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months or both.
From April 1, 2016, employers are required to issue to their employees who are covered by the EA 1968 and who are employed for 14 days or more a written record of the key employment terms of the employee. The key employment terms required to be provided (unless inapplicable to such employee) include, among other things, working arrangements (such as daily working hours, number of working days per week and rest day(s)), salary period, basic salary, fixed allowances and deductions, overtime rate of pay, types of leave and other medical benefits.
Employment of Foreign Manpower Act 1990 of Singapore (“EFMA 1990”)
The employment of foreign employees in Singapore is governed by EFMA 1990 and is regulated by the MOM. The EFMA 1990 prescribes the responsibilities and obligations of employers of foreign employees in Singapore.
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The EFMA 1990 provides that no person shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the MOM in accordance with the Employment of Foreign Manpower (Work Passes) Regulations 2012, which allows the foreign employee to work for him. Any person who fails to comply with or contravenes this provision of the EFMA 1990 is guilty of an offense and will: (a) be liable on conviction for a fine not less than S$5,000 and not more than S$30,000 or imprisonment for a term not exceeding 12 months or both; and (b) on a second or subsequent conviction: (i) in the case of an individual, be liable for a fine of not less than S$10,000 and not more than S$30,000 and imprisonment for a term of not less than one month and not more than 12 months; or (ii) in any other case, be punished with a fine of not less than S$20,000 and not more than S$60,000.
In Singapore, the work pass to be issued to a foreigner is contingent on, among other things, the type of work and salary being received by the foreigner in question. Foreign professionals, managers and executives earning a fixed monthly salary of at least S$5,000 (in all sectors except the financial services sector) and at least $5,500 (in the financial sector), with acceptable qualifications (such as a good university degree, professional qualifications or specialist skills) are eligible for an employment pass. The qualifying salaries increase for older and more experienced candidates. From September 1, 2023, in addition to meeting qualifying salary, employment pass candidates must also pass a points-based Complementarity Assessment Framework (“COMPASS”). Mid-level skilled staff earning a fixed monthly salary of at least S$3,000 (in all sectors except the financial services) and $3,500 (in the financial services sector) who possess a degree, diploma or technical certificate and have the relevant work experience may apply for an S-pass; and semi-skilled foreign workers from approved source countries working in, among others, the manufacturing sector may apply for a work permit.
Further, under the Employment of Foreign Manpower (Work Passes) Regulations 2012, an employer of a Work Permit or S-Pass holder is required to purchase and maintain medical insurance with coverage of at least S$15,000 per 12-month period of a foreign workers’ employment (or for such shorter period where the foreign workers’ period of employment is less than 12 months) for the foreign workers’ in-patient care and day surgery except as the Controller of Work Passes may otherwise provide by notification in writing.
On March 4, 2022, the MOM announced the enhanced medical insurance coverage to better protect employers from bearing large unexpected medical bills. The medical insurance coverage will apply to all new Work Permit and S Pass applications and renewals. Key features of the enhanced coverage include (a) introduction of a co-payment element for employers and insurers for amounts above $15,000, up to an annual claim limit of $60,000; (b) standardization of allowable exclusion clauses; (c) introduction of age-differentiated premiums; and (d) requirement for insurers to reimburse hospitals directly upon the admissibility of the claim. The enhanced coverage has been in effect since July 1, 2023.
The employment of foreign workers is also subject to sector-specific rules regulated by the MOM through the following policy instruments: (a) business activity; (b) approved source countries; (c) the imposition of security bonds and levies; and (d) quota (or dependency ratio ceilings) based on the ratio of local to foreign workers.
Required safety courses
For the manufacturing sector, foreign workers who handle metals and machinery in the metalworking industry, such as our foreign workers employed under JCS, must take a Metalworking Safety Orientation Course or an Apply Workplace Safety and Health in Metal Work course before their work permits can be issued, and such courses may be conducted by either the Occupational Safety and Health Training and Promotion Centre or other training institutions approved by the Chief Inspector appointed by the Minister of Manpower.
A work permit cannot be issued to the foreign worker until he has taken the safety course. Employers are responsible for their workers passing the test. If the foreign workers fail the course, they should retake it as soon as possible and are required to pass the course within three months of their arrival or their work permit could be revoked. Foreign workers in the metalworking industry that have worked in the metalworking industry for (a) less than six years must pass the safety course once every two years; and (b) more than six years must pass the safety course once every four years.
Employers renewing a work permit must ensure that the foreign worker’s safety course certificate has a validity period of more than one month on the day of renewal, otherwise the work permit will not be renewed.
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Other employment-related benefits prescribed by Singapore law
Other employment-related benefits which are prescribed under law include (i) contributions to be made by an employer to the Central Provident Fund, under the Central Provident Fund Act 1953 of Singapore (“CPFA 1953”) in respect of each employee, who is a citizen or permanent resident of Singapore; (ii) the provision of statutory maternity, paternity, childcare and adoption leave benefits (in each case subject to the fulfillment of certain eligibility criteria) under the Child Development Co-Savings Act 2001 (“CDCSA 2001”); (iii) statutory protections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee who attains the prescribed minimum retirement age, under the Retirement and Re-employment Act 1993 (“RRA 1993”) and (iv) statutory requirements relating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act 2019 (the “WICA 2019”) and the Workplace Safety and Health Act 2006 (the “WSHA 2006”)
Central Provident Fund Act 1953 (“CPFA 1953”) of Singapore
The Central Provident Fund (“CPF”) system is a mandatory social security savings scheme funded by contributions from employers and employees. Pursuant to the Central Provident Fund Act 1953 of Singapore (“CPFA 1953”), an employer is obliged to make CPF contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore by an employer (save for employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners). CPF contributions are not applicable for foreigners who hold employment passes, S passes or work permits. CPF contributions are required for both ordinary wages and additional wages (subject to an ordinary wage ceiling and a yearly additional wage ceiling) of employees at the applicable prescribed rates which is dependent on, among other things, the amount of monthly wages and the age of the employee. An employer must pay both the employer’s and employee’s share of the monthly CPF contribution. However, an employer can recover the employee’s share of CPF contributions by deducting it from their wages when the contributions are paid for that month.
Where the amount of the contributions which an employer is liable to pay under the CPFA 1953 in respect of any month is not paid within such period as may be prescribed, the employer shall be liable for the payment of interest on the amount for every day the amount remains unpaid commencing from the first day of the month succeeding the month in respect of which the amount is payable and the interest shall be calculated at the rate of 1.5% per month or the sum of S$5, whichever is greater. Where any employer who has recovered any amount from the monthly wages of an employee in accordance with the CPFA fails to pay the contributions to the CPF within such time as may be prescribed, he will be guilty of an offense and will be liable on conviction for a fine not exceeding S$10,000 or imprisonment for a term not exceeding seven years or both. Where an offense has been committed under the CPFA but there are no penalties provided, the offender may be liable for a fine not exceeding S$5,000 or imprisonment for a term not exceeding six months or both, and where the offense is repeated by the same offender, the offender may be liable for a fine not exceeding S$10,000 or imprisonment for a term not exceeding 12 months or both.
Laws and regulations relating to exports
Customs Act 1960 of Singapore (“CA 1960”)
Goods exported from Singapore are regulated under the CA 1960. To export goods from Singapore, the exporter is required to declare the goods to Singapore Customs, a department under the Ministry of Finance, which is the lead agency for trade facilitation and revenue enforcement. The Singapore Goods and Services Tax (the “GST”) is not levied on goods exported from Singapore. A Customs export permit is required for, among other things, the export of locally manufactured goods or local GST paid goods, the export of goods from free trade zones, dutiable goods from licensed warehouses and non-dutiable goods from a zero-rated warehouse. The exporter will be the party that issues the commercial invoice to his overseas customer. Exporters who intend to engage in import and/or export activities in Singapore or appoint a declaring agent to apply for Customs import, export and transshipment permits or certificates will need to activate their Customs Account with Singapore Customs, further to which a declaring agent may be appointed to apply for Customs permits on their behalf. Declaring agents have to be registered with Singapore Customs.
Exporters may be penalized if they do not comply with the requirements and conditions imposed under the CA 1960. Making an incorrect declaration or failing to make a declaration of goods imported into, exported from or transshipped in Singapore will result in being liable on conviction for a fine not exceeding S$10,000, or the equivalent of the amount of the customs duty, excise duty or GST payable, whichever is the greater amount, or imprisonment for a term not exceeding 12 months, or both.
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Laws and regulations relating to infectious diseases
Infectious Diseases Act 1976 of Singapore (“IDA 1976”)
The IDA 1976 relates to the quarantine and the prevention of infectious diseases. Under the IDA 1976, if the Director-General of Health (the “DGH”) has reason to believe that there exist on any premises conditions that are likely to lead to the outbreak or spread of any infectious disease, he may, among other things, by written notice, order the closure of the premises for a period not exceeding 14 days, and require the owner or occupier of the premises to cleanse or disinfect the premises in the manner and within the time specified in the notice or carry out such additional measures as the DGH may require in the manner and within the time specified in the notice. Such notice directing the owner or the occupier of the premises to close the premises may be renewed by the DGH from time to time for such period, not exceeding 14 days, as the DGH may, by written notice, specify.
In addition, the DGH may order any person who is, or is suspected to be, a case or carrier or contact of an infectious disease to be detained and isolated in a hospital or other place for such period of time and subject to such conditions as the DGH may determine. The DGH may also direct any person carrying on any occupation, trade or business in a manner as is likely to cause the spread of infectious disease to take preventative action that the DGH reasonably believes is necessary to prevent the possible outbreak or prevent or reduce the spread of the infectious disease. Under the IDA 1976, “preventative action” in the case of such direction, includes, among other things, requiring the person to stop carrying on, or not carry on, the occupation, trade or business during a period of time specified in the direction.
Any person who, without reasonable excuse, fails to comply with any requirement of such notice or direction given to that person by the DGH is guilty of an offense. While there are no specific penalties for such offense, any person guilty of an offense under the IDA 1976 for which no penalty is expressly provided shall (a) in the case of a first offense, be liable on conviction for a fine not exceeding S$10,000 or imprisonment for a term not exceeding 6 months or both; and (b) in the case of a second or subsequent offense, be liable on conviction for a fine not exceeding S$20,000 or imprisonment for a term not exceeding 12 months or both.
ITEM 4A. UNRESOLVED STAFF COMMENTS
Not Applicable
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
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 Annual Report. This discussion and analysis and other parts of this Annual Report 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 Annual Report. You should carefully read the “Risk Factors” section of this Annual Report in Item 3.D. to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.
OVERVIEW
JBDI Holdings Limited is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material direct operations of our own, we conduct our operations through our operating subsidiaries in Singapore.
For the financial years ended May 31, 2024, 2025 and 2026, our total revenue amounted to approximately $9.4 million, approximately $8.4 million and approximately $8.5 million, respectively, of which Singapore accounted for approximately $7.9 million, approximately $7.4 million and approximately $7.5 million for the financial years ended May 31, 2024, 2025 and 2026, respectively. Indonesia accounted for approximately $0.9 million, approximately $0.6 million and approximately $0.7 million for the financial years ended May 31, 2024, 2025 and 2026. Malaysia and other countries accounted for approximately $0.6 million, approximately $0.4 million and approximately $0.3 million for the financial years ended May 31, 2024, 2025 and 2026.
Our net loss amounted to approximately $1.0 million, approximately $2.7 million and net profit approximately $0.1 million for the financial years ended May 31, 2024, 2025 and 2026, respectively.
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KEY FACTORS AFFECTING THE RESULTS OF OUR GROUP’S OPERATIONS
Our financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be beyond our control, including those factors set out in the section headed “Risk Factors” in this Annual Report and those set out below.
| ● | Demand from our major customer groups - Our aggregate sales generated from our top five customers were approximately 26.4% and 32.3% of our total revenue for the financial years ended May 31, 2025 and 2026, respectively. In particular, sales to our largest customer amounted to approximately $1.3 million and $1.2 million for each of the financial years ended May 31, 2025 and 2026, representing approximately 14.9% and 14.2% of our total revenue, respectively, for those financial years. | |
| Our aggregate sales generated from our top five customers were approximately 30.0% and 26.4% of our total revenue for the financial years ended May 31, 2024 and 2025, respectively. In particular, sales to our largest customer amounted to approximately $1.3 million, representing 14.2% of our total revenue for the financial year ended May 31, 2024. | ||
| Our sales are significantly affected by the demands of our customers due to vigorous price competition from competitors, supply chain shortages and disruption and inflationary cost pressure as our customers will seek to purchase products at more competitive prices with faster delivery. | ||
| ● | Fluctuations in the cost of revenue - Finished goods form part of our cost of revenue, representing approximately 50.1%, 60.3% and 54.5% of our total cost of revenue for the financial years ended May 31, 2026, 2025 and 2024, respectively. | |
| Finished goods represented approximately 54.5% and 60.3% of our total cost of revenue for the financial years ended May 31, 2024 and 2025, respectively. | ||
| Fluctuations in the price, availability, quality, cost of labor and transportation may impact the price we must pay for our finished goods, and ultimately our selling price. We may be unable to pass all or any of these higher costs on to our customers, which could have a material adverse effect on our profitability. | ||
| The prices at which we purchase such finished goods are determined by the demand and supply forces in this industry, as well as our bargaining power with our suppliers. For the financial years ended May 31, 2025 and 2026, the majority of our finished goods were commonly available from the market. We are exploring how to diversify our procurement networks to lower purchasing prices, such as through the consolidation of customer orders to negotiate better pricing. However, we expect continued fluctuations in the cost of finished goods to affect our margins in the future. | ||
| We procure all of our finished goods directly from local suppliers in Singapore in an effort to ensure availability and adequate supply, as well as efficient delivery to our customers. |
Description and Analysis of Principal Components of Our Results of Operations
The following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future operating performance.
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Comparison of operating results for the financial years ended May 31, 2025 and 2026
Revenue
As set forth in the following table, during the financial years ended May 31, 2025 and 2026, our revenue was derived from the sales of reconditioned Containers, the sales of new Containers, reconditioning services, waste water equipment services and sales of recycled materials and services serving the chemical and oil and gas industries:
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Revenue | ||||||||||||||||
| Sales of reconditioned Containers | 5,326 | 63.1 | 5,190 | 60.9 | ||||||||||||
| Sales of new Containers | 755 | 8.9 | 1,127 | 13.2 | ||||||||||||
| Reconditioning services | 1,073 | 12.7 | 411 | 4.8 | ||||||||||||
| Sales of recycled materials and services | 1,291 | 15.3 | 1,795 | 21.1 | ||||||||||||
| Total | 8,445 | 100.0 | 8,523 | 100.0 | ||||||||||||
Our total revenue increased by approximately $0.1 million or 0.9% to approximately $8.5 million for the financial year ended May 31, 2026 from approximately $8.4 million for the financial year ended May 31, 2025. Such increase was mainly attributable to the increase in sales of new Containers of approximately $0.4 million as a result of local demand.
Our net loss amounted to approximately $2.7 million and net profit amounted to approximately $0.1 million for the financial years ended May 31, 2025 and 2026, respectively. The net profit for the financial year ended May 31, 2026 was mainly caused by the increase in sales and decrease in expenses.
Approximately 87.9% and 87.9% of our total revenue for the financial years ended May 31, 2025 and 2026, respectively, was generated from customers located in Singapore. For the same financial years, our revenue generated from customers located in Indonesia accounted for approximately 7.9% and 8.9% of our total revenue, respectively, and our revenue generated from customers located in Malaysia and other countries accounted for approximately 4.2% and 3.2% of our total revenue, respectively.
Revenue by geographic location
During the financial years ended May 31, 2025 and 2026, customers for our sale of reconditioned Containers, sale of new Containers, reconditioning services, waste water equipment services and sales of recycled materials and services were mainly located in Singapore. The following tables set out a breakdown of our revenue by geographic location of our customers for the financial years ended May 31, 2025 and 2026:
Singapore
| Financial Years Ended May 31, | ||||||||||||||||
2025 | 2026 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Singapore | ||||||||||||||||
| Sales of reconditioned Containers | 4,305 | 58.0 | 4,162 | 55.5 | ||||||||||||
| Sales of new Containers | 755 | 10.2 | 1,127 | 15.0 | ||||||||||||
| Reconditioning services | 1,073 | 14.4 | 411 | 5.5 | ||||||||||||
| Sales of recycled materials | 1,291 | 17.4 | 1,795 | 24.0 | ||||||||||||
| Total | 7,424 | 100.0 | 7,495 | 100.0 | ||||||||||||
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Revenue from Singapore increased by approximately $0.1 million for the financial year ended May 31, 2026, as compared to the corresponding financial year ended May 31, 2025, and was primarily attributable to increase in sales of new Containers.
Indonesia
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Indonesia | ||||||||||||||||
| Sales of reconditioned Containers | 665 | 100.0 | 754 | 100.0 | ||||||||||||
| Total | 665 | 100.0 | 754 | 100.0 | ||||||||||||
Revenue from Indonesia increased by approximately $0.1 million from approximately $0.7 million for the financial year ended May 31, 2025 to approximately $0.8 million for the financial year ended May 31, 2026.
Malaysia and other countries
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Malaysia and other countries | ||||||||||||||||
| Sales of reconditioned Containers | 356 | 100.0 | 274 | 100.0 | ||||||||||||
| Total | 356 | 100.0 | 274 | 100.0 | ||||||||||||
Revenue from Malaysia and other countries decreased by approximately $0.1 million from approximately $0.4 million for the financial year ended May 31, 2025 to approximately $0.3 million for the financial year ended May 31, 2026.
Cost of revenue
During the financial years ended May 31, 2025 and 2026, our cost of revenue decreased by approximately $0.8 million or 16.2 % to approximately $4.3 million for the financial year ended May 31, 2026 from approximately $5.1 million for the financial year ended May 31, 2025. Such decrease was mainly attributable to lower cost to purchase used drums and containers.
Gross profit and gross profit margin
Our gross profit amounted to approximately $3.4 million and approximately $4.3 million for the financial years ended May 31, 2025 and 2026, respectively. Our gross profit margins were approximately 39.7% and 49.9% for the financial years ended May 31, 2025 and 2026, respectively. Our total gross profit increased during the financial year ended May 31, 2026 primarily due to increase in sales and decrease in cost of revenue.
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Selling and distribution expenses
Our selling and distribution expenses mainly included freight charges for inbound and outbound shipments and commissions payable to third parties for delivery of drums to our Plant. The following table sets forth the breakdown of our selling and distribution expenses for the financial years ended May 31, 2025 and 2026:
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Advertisement and promotion | 4 | 2.9 | 4 | 2.1 | ||||||||||||
| Commission | 26 | 18.6 | 55 | 28.4 | ||||||||||||
| Freight charges | 100 | 71.3 | 125 | 64.8 | ||||||||||||
| Transportation | 5 | 3.6 | 6 | 3.1 | ||||||||||||
| Travelling | 5 | 3.6 | 3 | 1.6 | ||||||||||||
| Total | 140 | 100.0 | 193 | 100.0 | ||||||||||||
Our selling and distribution expenses increased by approximately $0.05 million from approximately $0.14 million for the financial year ended May 31, 2025 to approximately $0.19 million for the financial year ended May 31, 2026, representing approximately 1.7% and 2.3% of our total revenue for the corresponding financial years.
Administrative expenses
The following table sets forth the breakdown of our administrative expenses for the financial years ended May 31, 2025 and 2026:
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2026 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Depreciation and amortization | 347 | 5.7 | 351 | 8.3 | ||||||||||||
| Salaries and related costs | 2,695 | 43.9 | 2,599 | 61.4 | ||||||||||||
| Repair and maintenance | 48 | 0.8 | 53 | 1.2 | ||||||||||||
| Upkeep of motor vehicles | 253 | 4.1 | 295 | 7.0 | ||||||||||||
| Logistics services | 267 | 4.4 | 186 | 4.4 | ||||||||||||
| Management fees | 90 | 1.5 | - | - | ||||||||||||
| Impairment on property, plant and equipment | 226 | 3.7 | - | - | ||||||||||||
| Allowance for expected credit loss | 133 | 2.1 | 28 | 0.7 | ||||||||||||
| Others | 2,077 | 33.8 | 718 | 17.0 | ||||||||||||
| Total | 6,136 | 100.0 | 4,230 | 100.0 | ||||||||||||
Administrative expenses were approximately $6.1 million and approximately $4.2 million for the financial years ended May 31, 2025 and 2026, respectively, representing approximately 72.7% and 49.6% of our total revenue for the corresponding financial years.
Salaries and related costs mainly represented the salaries, employee benefits and retirement benefit costs for our employees’ and Directors’ remuneration. The staff costs of our Group were approximately $2.7 million and approximately $2.6 million for the financial years ended May 31, 2025 and 2026, respectively.
Depreciation and amortization expense is charged on our property and equipment which includes (i) leasehold land; (ii) right-of-use asset; (iii) motor vehicles; and (iv) office equipment, and furniture and fittings.
“Others” is mainly comprised of insurance expenses, office supplies, legal and professional fees, vehicle upkeep and other miscellaneous expenses and aggregated approximately $2.1 million and approximately $0.7 million for the financial years ended May 31, 2025 and 2026, respectively. The decrease in other expenses was primarily due to decrease in other expenses such as legal and professional fees.
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Other Income, Net
The following table sets forth the breakdown of our other income (expense) for the financial years ended May 31, 2025 and 2026:
| Financial Years Ended May 31, | ||||||||
| 2025 | 2026 | |||||||
| $’000 | $’000 | |||||||
| Interest incomes | 4 | 3 | ||||||
| Interest expenses | (34 | ) | (24 | ) | ||||
| Government grants | 32 | 20 | ||||||
| Gain on disposal of property, plant and equipment | 28 | 150 | ||||||
| Foreign exchange, net | * | * | ||||||
| Reversal of allowance for expected credit loss | 148 | 195 | ||||||
| Other incomes | 23 | 33 | ||||||
| Total | 201 | 377 | ||||||
*The figures are insignificant.
Reversal of allowance for expected credit loss for the financial years ended May 31, 2025 and 2026 represented the amount of provision of debt received. Interest expenses were approximately $0.03 million for the financial year ended May 31, 2025 and approximately $0.02 million for financial year ended May 31, 2026 from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness” in this section.
Income Tax Expenses
During the financial years ended May 31, 2025 and 2026, our income tax refund/expense was comprised of our current tax expense for the relevant financial year.
For the financial year ended May 31, 2025, our income tax expense was approximately $0.001 million.
For the financial year ended May 31, 2026, our income tax estimate was approximately $0.1 million.
Net Loss
As a result of the foregoing, our net loss amounted to approximately $2.7 million and net profit was approximately $0.1 million for the financial years ended May 31, 2025 and 2026, respectively.
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Comparison of operating results for the financial years ended May 31, 2025 and 2024
Revenue
As set forth in the following table, during the financial years ended May 31, 2025 and 2024, our revenue was derived from the sales of reconditioned Containers, the sales of new Containers, reconditioning services, waste water equipment services and sales of recycled materials and services serving the chemical and oil and gas industries:
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Revenue | ||||||||||||||||
| Sales of reconditioned Containers | 5,326 | 63.1 | 6,311 | 67.2 | ||||||||||||
| Sales of new Containers | 755 | 8.9 | 664 | 7.1 | ||||||||||||
| Reconditioning services | 1,073 | 12.7 | 1,136 | 12.1 | ||||||||||||
| Waste water equipment services | - | - | 9 | 0.1 | ||||||||||||
| Sales of recycled materials and services | 1,291 | 15.3 | 1,274 | 13.5 | ||||||||||||
| Total | 8,445 | 100.0 | 9,394 | 100.0 | ||||||||||||
Our total revenue decreased by approximately $1.0 million or 10.1% to approximately $8.4 million for the financial year ended May 31, 2025 from approximately $9.4 million for the financial year ended May 31, 2024. Such decrease was mainly attributable to the decrease in Singapore of the sales of reconditioned Containers and services of approximately $0.5 million as a result of the local demand.
Our net loss amounted to approximately $2.7 million and approximately $1.0 million for the financial years ended May 31, 2025 and 2024, respectively. The net loss for the financial year ended May 31, 2025 was mainly caused by the decrease in sales and the increase in expenses discussed below.
Approximately 87.9% and 84.2% of our total revenue for the financial years ended May 31, 2025 and 2024, respectively, was generated from customers located in Singapore. For the same financial years, our revenue generated from customers located in Indonesia accounted for approximately 7.9% and 9.3% of our total revenue, respectively. For the same financial years, our revenue generated from customers located in Malaysia and other countries accounted for approximately 4.2% and 6.5% of our total revenue, respectively.
Revenue by geographic location
During the financial years ended May 31, 2025 and 2024, customers for our sale of reconditioned Containers, sale of new Containers, reconditioning services, waste water equipment services and sales of recycled materials and services were mainly located in Singapore. The following tables set out a breakdown of our revenue by geographic location of our customers for the financial years ended May 31, 2025 and 2024:
Singapore
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Singapore | ||||||||||||||||
| Sales of reconditioned Containers | 4,305 | 58.0 | 4,824 | 61.0 | ||||||||||||
| Sales of new Containers | 755 | 10.2 | 664 | 8.4 | ||||||||||||
| Reconditioning services | 1,073 | 14.4 | 1,136 | 14.4 | ||||||||||||
| Waste water equipment services | - | - | 9 | 0.1 | ||||||||||||
| Sales of recycled materials | 1,291 | 17.4 | 1,274 | 16.1 | ||||||||||||
| Total | 7,424 | 100.0 | 7,907 | 100.0 | ||||||||||||
The revenue in Singapore decreased by approximately $0.5 million for the financial year ended May 31, 2025, as compared to the corresponding financial year ended May 31, 2024, and was primarily attributable to the decrease in the sales of reconditioned Containers and services.
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Indonesia
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Indonesia | ||||||||||||||||
| Sales of reconditioned Containers | 665 | 100.0 | 877 | 100.0 | ||||||||||||
| Total | 665 | 100.0 | 877 | 100.0 | ||||||||||||
The revenue in Indonesia decreased by approximately $0.2 million from approximately $0.9 million for the financial year ended May 31, 2024 to approximately $0.7 million for the financial year ended May 31, 2025.
Malaysia and other countries
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Malaysia and other countries | ||||||||||||||||
| Sales of reconditioned Containers | 356 | 100.0 | 610 | 100.0 | ||||||||||||
| Total | 356 | 100.0 | 610 | 100.0 | ||||||||||||
Revenues from Malaysia and other countries decreased by approximately $0.2 million from approximately $0.6 million for the financial years ended May 31, 2024 to approximately $0.4 million for the financial years ended May 31, 2025.
Cost of revenue
During the financial years ended May 31, 2025 and 2024, our cost of revenue decreased by approximately $0.1 million or 2.0% to approximately $5.0 million for the financial year ended May 31, 2025 from approximately $5.1 million for the financial year ended May 31, 2024. Such decrease was mainly attributable to the decrease in the price of the raw materials.
Gross profit and gross profit margin
Our gross profit amounted to approximately $3.4 million and approximately $4.3 million for the financial years ended May 31, 2025 and 2024, respectively. Our gross profit margins were approximately 39.7% and 45.5% for the financial years ended May 31, 2025 and 2024, respectively. Our total gross profit decreased during the financial year ended May 31, 2025 primarily due to the lower profit margin through the sales of reconditioned Containers.
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Selling and distribution expenses
Our selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound shipments. The following table sets forth the breakdown of our selling and distribution expenses for the financial years ended May 31, 2025 and 2024:
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Advertisement and promotion | 4 | 2.5 | 3 | 2.3 | ||||||||||||
| Commission | 26 | 18.6 | 36 | 27.1 | ||||||||||||
| Freight charges | 100 | 71.3 | 79 | 59.4 | ||||||||||||
| Transportation | 5 | 3.8 | 7 | 5.3 | ||||||||||||
| Travelling | 5 | 3.8 | 8 | 5.9 | ||||||||||||
| Total | 140 | 100.0 | 133 | 100.0 | ||||||||||||
Our selling and distribution expenses remained the same at approximately $0.1 million for the financial year ended May 31, 2025 and approximately $0.1 million for the financial year ended May 31, 2024, representing approximately 1.7% and 1.4% of our total revenue for the corresponding financial years.
Administrative expenses
The following table sets forth the breakdown of our administrative expenses for the financial years ended May 31, 2025 and 2024:
| Financial Years Ended May 31, | ||||||||||||||||
| 2025 | 2024 (Restated) | |||||||||||||||
| $’000 | % | $’000 | % | |||||||||||||
| Depreciation | 347 | 5.7 | 525 | 9.7 | ||||||||||||
| Salaries and related costs | 2,695 | 43.9 | 2,747 | 51.0 | ||||||||||||
| Repair and maintenance | 48 | 0.8 | 46 | 0.9 | ||||||||||||
| Upkeep of motor vehicles | 253 | 4.1 | 334 | 6.2 | ||||||||||||
| Logistics services | 267 | 4.4 | 143 | 2.7 | ||||||||||||
| Management fees | 90 | 1.5 | 267 | 5.0 | ||||||||||||
| Impairment on property, plant and equipment | 226 | 3.7 | 716 | 13.3 | ||||||||||||
| Allowance for expected credit loss | 133 | 2.1 | 246 | 4.6 | ||||||||||||
| Others | 2,077 | 33.8 | 363 | 6.6 | ||||||||||||
| Total | 6,136 | 100.0 | 5,387 | 100.0 | ||||||||||||
Administrative expenses were approximately $6.1 million and approximately $5.4 million for the financial years ended May 31, 2025 and 2024, respectively, representing approximately 72.6% and 57.3% of our total revenue for the corresponding financial years.
Staff costs mainly represented the salaries, employee benefits and retirement benefit costs for our employees’ and Directors’ remuneration. The staff costs of our Group were approximately $2.7 million and approximately $2.7 million for the financial years ended May 31, 2025 and 2024, respectively.
Depreciation expense is charged on our property, plant and equipment which includes (i) leasehold buildings; (ii) right-of-use assets; (iii) motor vehicles; and (iv) office equipment, and furniture and fittings.
“Others” is mainly comprised of insurance expenses, office supplies, legal and professional fees, vehicle upkeep and other miscellaneous expenses and aggregated approximately $2.1 million and approximately $0.4 million for the financial years ended May 31, 2025 and 2024, respectively. The increase in other expenses was primarily due to an approximately $1.6 million increase in legal and professional fees as a result of our IPO, which closed on August 26, 2024.
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Other Income, Net
The following table sets forth the breakdown of our other income (expense) for the financial years ended May 31, 2025 and 2024:
| Financial Years Ended May 31, | ||||||||
| 2025 | 2024 | |||||||
| $’000 | $’000 | |||||||
| Interest incomes | 4 | * | ||||||
| Interest expenses | (34 | ) | (41 | ) | ||||
| Government grants | 32 | 110 | ||||||
| Gain on disposal of property, plant and equipment | 28 | 7 | ||||||
| Foreign exchange, net | * | - | ||||||
| Reversal of allowance for expected credit loss | 148 | 39 | ||||||
| Other incomes | 23 | 29 | ||||||
| Total | 201 | 144 | ||||||
*The figures are insignificant.
Interest expenses were approximately $0.03 million for the financial year ended May 31, 2025 and approximately $0.04 million for financial year ended May 31, 2024 from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed “Bank Indebtedness” in this section.
Income Tax Expenses
During the financial years ended May 31, 2025 and 2024, our income tax refund/expense was comprised of our current tax expense for the relevant financial year.
For the financial year ended May 31, 2025, our income tax refund was approximately $0.001 million.
For the financial year ended May 31, 2024, our income tax refund was approximately $0.1 million.
Net Loss
As a result of the foregoing, our net loss amounted to approximately $2.7 million and approximately $1.0 million for the financial years ended May 31, 2025 and 2024, respectively.
Liquidity and Capital Resources
Based on the above considerations, we are of the opinion that we have sufficient funds to meet our working capital requirements and current liabilities as they become due within twelve months from the date of our financial statements are issued. However, there is no assurance that we will be successful in implementing our plans. There are a number of factors that could potentially arise and could undermine our plans, such as changes in the demand for our products, general market conditions and the broader capital market climate, etc.
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Cash flows
The following table summarizes our cash flows for the financial years ended May 31, 2026, 2025 and 2024:
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Net cash (used in) provided by operating activities | (367 | ) | (3,367 | ) | 1,000 | |||||||
| Net cash provided by (used in) investing activities | 92 | (4 | ) | (38 | ) | |||||||
| Net cash (used in) provided by financing activities | (466 | ) | 5,728 | (1,081 | ) | |||||||
| Effect of exchange rate change on cash and cash equivalents | (22 | ) | 180 | (148 | ) | |||||||
| Net change in cash and cash equivalents | (763 | ) | 2,537 | (267 | ) | |||||||
| BEGINNING OF YEAR | 2,727 | 190 | 457 | |||||||||
| END OF YEAR | 1,964 | 2,727 | 190 | |||||||||
Cash flows from operating activities
For the financial year ended May 31, 2026, our net cash used by operating activities was approximately $0.4 million, which primarily consisted of our net profit of approximately $0.1 million, adding back (i) the non-cash depreciation of property, plant and equipment and amortization of right-of-use asset of approximately $0.4 million; (ii) the allowance for expected credit loss of approximately $0.03 million (iii) the increase in accounts payable and accrued liabilities of approximately $0.1 million; (v) the decrease in inventories of approximately $0.03 million; and (vi) the increase of amount due to related parties of approximately $0.001million, and partially offset by (a) the increase in accounts receivable and deposits, prepayments and other receivables of approximately $0.7 million; (b) the repayment of operating lease liabilities of approximately $0.04 million; (c) gain on disposal of property and equipment of $0.1 million; and (d) reversal of impairment for estimated credit loss of $0.2 million.
For the financial year ended May 31, 2025, our net cash used by operating activities was approximately $3.4 million, which primarily consisted of our net loss of approximately $2.7 million, adding back (i) the non-cash depreciation and amortization of property and equipment and right-of-use asset of approximately $0.3 million; (ii) the allowance for expected credit loss of approximately $0.2 million (iii) the increase in accounts payable and accrued liabilities of approximately $0.2 million; (iv) the decrease in accounts receivable of approximately $0.02 million; (v) the decrease in inventories of approximately $0.04 million; and (vi) the decrease of amount due to related parties of approximately $1.4 million, and was partially offset by (a) the repayment of operating lease liabilities of approximately $0.1 million.
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For the financial year ended May 31, 2024, our net cash provided by operating activities was approximately $1.0 million, which primarily consisted of our net loss of approximately $1.0 million, adding back (i) the non-cash depreciation of property, plant and equipment and right-of-use assets of approximately $0.5 million; (ii) the impairment depreciation of property, plant and equipment of approximately $0.7 million; (iii) the increase in accounts payable and accrued liabilities of approximately $0.2 million; (iv) the decrease in accounts receivable of approximately $0.3 million; (v) the decrease in inventories of approximately $0.04 million; (vi) the increase of amount due to related parties of approximately $0.4 million; and (vii) reversal of the allowance for expected credit loss of approximately $0.2 million, and was partially offset by (a) the decrease of taxes payable of approximately $0.3 million; and (b) the repayment of operating lease liabilities of approximately $0.06 million.
Cash flows used in investing activities
For the financial year ended May 31, 2026, our net cash used in investing activities was approximately $0.09 million, primarily consisting of the purchase of property and equipment of approximately $0.09 million offset by the proceeds from the disposal of property and equipment of approximately of $0.18 million.
For the financial year ended May 31, 2025, our net cash used in investing activities was approximately $0.004 million, primarily consisting of the purchase of property and equipment of approximately $0.03 million offset by the proceeds from the disposal of property and equipment of approximately of $0.03 million.
For the financial year ended May 31, 2024, our net cash used in investing activities was approximately $0.04 million, primarily consisting of the purchase of property, plant and equipment of approximately $0.08 million offset by the proceeds from the disposal of property, plant and equipment of approximately of $0.04 million.
Cash flows used in financing activities
Our cash flows used in financing activities primarily consists of dividend paid, interest paid, repayment of bank borrowings, payment for interest portion of lease liabilities and payment for capital portion of lease liabilities.
For the financial year ended May 31, 2026, our net cash used in financing activities of approximately $0.5 million, which mainly consisted of repayment of borrowings of approximately $0.2 million and share buy-back of approximately $0.2 million.
For the financial year ended May 31, 2025, our net cash provided byfinancing activities of approximately $5.7 million, which mainly consisted of issuance of new shares of approximately $6.7 million offset by repayment of borrowings of approximately $0.4 million and share buy-back of approximately $0.6 million.
For the financial year ended May 31, 2024, our net cash used in financing activities was approximately $1.1 million, which mainly consisted of bank borrowings and repayment of lease liabilities of approximately $0.4 million and dividend payment of approximately $0.7 million.
Accounts receivable, net
Our net accounts receivable increased from approximately $1.6 million as of May 31, 2025 to approximately $2.0 million as of May 31, 2026. The increase was primarily attributable to increase in sales volume and sales prices in April and May 2026.
We did not charge any interest on or hold any collateral as security over these accounts receivable balances. We generally offer credit periods of 30 to 90 days to our customers. We have not had, and do not expect to have, issues collecting payment from these longer aging invoices.
The following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned below:
| As of May 31, | ||||||||
| 2025 | 2026 | |||||||
| $’000 | $’000 | |||||||
| Within 30 days | 1,062 | 1,694 | ||||||
| Between 31 and 60 days | 212 | 151 | ||||||
| Between 61 and 90 days | 56 | 44 | ||||||
| Over 90 days | 294 | 89 | ||||||
| Total accounts receivable, net | 1,624 | 1,978 | ||||||
| As of May 31, | ||||||||
| 2025 | 2026 | |||||||
| $’000 | $’000 | |||||||
| Third parties | 1,941 | 2,130 | ||||||
| Less: Allowance for expected credit loss | (317 | ) | (152 | ) | ||||
| Total accounts receivable, net | 1,624 | 1,978 | ||||||
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Movements in the allowance for expected credit loss are as follows:
| As of May 31, | ||||||||
| 2025 | 2026 | |||||||
| $’000 | $’000 | |||||||
| Opening balance | 317 | 317 | ||||||
| Allowance for the expected credit loss | 133 | 28 | ||||||
| Reversal of the allowance for the expected credit loss | (148 | ) | (195 | ) | ||||
| Effect of exchange rate | 15 | 2 | ||||||
| Closing balance | 317 | 152 | ||||||
We have a policy for determining the allowance for impairment based on the evaluation of collectability and aging analysis of accounts receivable and on management’s judgment, including the change in credit quality, the past collection history of each customer and the current market condition.
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and the allowance for expected credit loss, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
During the financial years ended May 31, 2025 and 2026, other than the loss allowance provision indicated in the table above, no impairment loss was provided for amounts that were past due.
Accounts payable and accrued liabilities
The general credit terms from our major suppliers are payment within 30 days. Our accounts payable and accrued liabilities increased from approximately $1.2 million as of May 31, 2025 to approximately $1.3 million as of May 31, 2026 which was generally in line with the increased purchases from our suppliers. We generally pay our accounts payable within 30 days of receipt of invoice. Our average payables turnover days remained relatively stable and amounted to approximately 50 days and approximately 62 days as of May 31, 2025 and 2026, respectively.
We did not have any material default in payment of accounts payable during the financial years ended May 31, 2025 and 2026.
Material Cash Requirements
Our cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to facility leases and other operating leases. We lease all our office facilities. We expect to make future payments on existing leases from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority of our inventory purchases, which further constrains our cash liquidity.
We had the following contractual obligations and lease commitments as of May 31, 2026:
| Contractual Obligations | Total | 1 Year and below | More than 1 to 3 Years | More than 3 to 5 Years | More than 5 Years | |||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
| Lease liabilities | 1,082 | 63 | 129 | 134 | 756 | |||||||||||||||
| Total obligations | 1,082 | 63 | 129 | 134 | 756 | |||||||||||||||
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We believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this Annual Report, absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents on hand and cash flows from our operations.
Bank Indebtedness
| Term of | Annual | As of May 31, | ||||||||||||
| repayments | interest rate | 2025 | 2026 | |||||||||||
| $’000 | $’000 | |||||||||||||
| Term loans | Within 5 years | 2.0 | % | 236 | - | |||||||||
| 236 | - | |||||||||||||
| Representing :- | ||||||||||||||
| Within 12 months | 236 | - | ||||||||||||
| 236 | - | |||||||||||||
As of May 31, 2025, all bank borrowings were obtained from a financial institution in Singapore, bore annual interest at a fixed rate of 2.0% and matured in December 2025. The bank borrowings were repaid in full and the Company has no outstanding bank debt as of May 31, 2026.
Capital commitments
For the financial years ended May 31, 2026, 2025 and 2024, we did not have any capital commitments.
Off-Balance Sheet Transactions
As of May 31, 2026, we have not entered into any material off-balance sheet transactions or arrangements.
We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
Critical Accounting Policies and Estimates
Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this Annual Report, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.
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We are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements may not be comparable to those of companies that comply with public company effective dates.
| ● | Use of Estimates and Assumptions |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates in the period include the allowance for expected credit loss on accounts receivables, deposits, prepayments, impairment loss on inventories, assumptions used in assessing right of use assets, and impairment of long-lived assets, and deferred tax valuation allowance.
| ● | Basis of Consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
| ● | Foreign Currency Translation and Transactions |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the date of the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
The reporting currency of the Company is the United States Dollar or “US$” and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and records in their local currency, Singapore Dollars or “S$,” which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries for which the functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
| 64 |
| ● | Cash and Cash Equivalents |
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash and cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore. There are no material accounts of the Company or any subsidiary in other jurisdictions.
| ● | Accounts Receivable, net |
Accounts receivable include trade accounts due from customers related to the sale of products.
Accounts receivable are recorded at the invoiced amount. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews the Company’s receivables on a regular basis to determine if the bad debt allowance is adequate, and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all reasonable means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.
| ● | Inventories |
Inventories consist of used metal drums, plastic containers, reconditioned drums and certain operating supplies, which are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
| ● | Property and Equipment, net |
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which the assets become fully operational and after taking into account their estimated residual values:
| Expected useful life | ||
| Factory and office equipment | 5 years | |
| Factory improvement | 5 years | |
| Leasehold factory premises | 30 years | |
| Furniture and fittings | 10 years | |
| Machinery and equipment | 10 years | |
| Motor vehicles and forklifts | 5 years | |
| Renovation | 5 years | |
| Leasehold land | 15 years |
Expenditure for repairs and maintenance is expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
| ● | Impairment of Long-Lived Assets |
In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property, plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to the estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
| 65 |
| ● | Revenue Recognition |
The Company receives some of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
The majority of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:
Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally met when the products are:
| ● | Invoiced; | |
| ● | Shipped from the Company’s facilities or warehouse (“Ex-works,” which is the Company’s standard shipping term). |
For these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the time the products are shipped.
The Company records its revenues on product sales, net of goods & services taxes (“GST”), when the services are rendered and the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority of the products at the rate of 9% on the invoiced value of sales in Singapore.
Amounts received as prepayment on future products are recorded as customer deposits and recognized as revenuewhen the product is shipped.
| ● | Shipping and Handling Costs |
Shipping and handling costs, which are associated with the distribution of our products to customers, were approximately $0.1 million, approximately $0.1 million and approximately $0.1 million during the financial years ended May 31, 2026, 2025 and 2024, and are borne by the Company’s suppliers or distributors.
| ● | Sales and Marketing |
Sales and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel, and the costs of advertising, promotions, seminars and other programs.
| ● | Government Grant |
A government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions attached to the grant or subsidy; and (b) the grant or subsidy will be received. When the Company receives a government grant or subsidy but the conditions attached to the grant or subsidy have not been fulfilled, such government grant or subsidy is deferred and recorded under other payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on management’s expectation of when the conditions attached to the grant or subsidy can be fulfilled.
| 66 |
| ● | Comprehensive Income (Loss) |
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
| ● | Income Taxes |
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the financial years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For the financial years ended May 31, 2026, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions. As of May 31, 2026 and 2025, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| ● | Leases |
Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
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| ● | Retirement Plan Costs |
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee services are provided. The Company is required to make contributions under a government-mandated multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wage levels.
| ● | Segment Reporting |
FASB 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. For the financial years ended May 31, 2026, 2025 and 2024, the Company has one reporting business segment.
| ● | Related Parties |
The Company follows ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20, related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| ● | Commitments and Contingencies |
The Company follows ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be 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, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
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Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position and results of operations or cash flows.
| ● | Concentration of Credit Risk |
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately $74,360) if the bank with which an individual/a company hold its eligible deposit fails. As of May 31, 2026, bank and cash balances of approximately $2.0 million were maintained at financial institutions in Singapore, of which approximately $1.8 million was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For accounts receivable, the Company determines, on a continuing basis, the allowance for expected credit loss based on the estimated realizable value. The Company identifies credit risk on a customer-by-customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers has similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.
| ● | Liquidity Risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
| ● | Fair Value Measurement |
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
| ● | Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and |
| ● | Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, amount due to a related party, accounts payable, income tax payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
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Recent Accounting Pronouncements
In April 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments provide guidance on the initial measurement of paid-in-kind dividends on equity-classified preferred stock. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The amendments establish recognition, measurement, presentation and disclosure requirements for environmental credits and related obligations and are intended to improve consistency and comparability in financial reporting. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
Impact of Inflation
The year-over-year percentage changes in the consumer price index for 2026 and 2025 were 2.2% and 0.9%, respectively, as reported by the Monetary Authority of Singapore (“MAS”) at https://www.mas.gov.sg/news/consumer-price-developments/2026/consumer-price-developments-in-july-2026. The MAS core inflation as of July 2026 was 2.2% as compared to June 2026 of 1.6% and, barring unforeseen circumstances, we expect it to remain relatively low for the foreseeable future. Inflation in Singapore has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in Singapore or globally in the future.
Seasonality
We have not observed any significant seasonal trends. Our Directors believe that there is no apparent seasonality factor affecting the industry in which our Group operates.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
We are exposed to interest rate risk if we have short-term bank loans outstanding. Although interest rates for our short-term loans, if any, would typically be fixed for the terms of the loans, the terms are typically twelve months and interest rates are subject to change upon renewal.
Credit Risk
Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research and analysis of the relevant economy and the underlying obligors and transaction structures. We identify credit risk collectively based on industry, geography and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability of default” by the customer on its contractual obligations and consider the current financial position of the customer and the current and likely future exposures to the customer.
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Liquidity Risk
We are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.
Foreign Exchange Risk
Our reporting currency is the United States Dollar; however, the majority of our revenues and costs and a significant portion of our assets and liabilities are denominated in Singapore Dollars. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the United States Dollar and the Singapore Dollar. If the Singapore Dollar depreciates against the United States Dollar, the value of our Singapore Dollar revenues and assets as expressed in our United States Dollar financial statements will decline.
ITEM 6. DIRECTORS, OFFICERS AND SENIOR MANAGEMENT
6.A. Directors and Executive Officers
The following table sets forth the names, ages and titles of our Directors, Officers and Senior Management:
| Name | Age | Title | ||
| Executive Directors and Executive Officers: | ||||
| Mr. Lim Chwee Poh | 72 | Executive Director and Chief Executive Officer | ||
| Mr. Liang Zhao Rong | 40 | Executive Director and Chief Financial Officer | ||
| Mr. Quek Che Wah | 60 | Deputy Chief Executive Officer | ||
| Mr. Lim Tze Chong, Patrick | 45 | Operations Director | ||
| Mr. Lim Tze Ming Kelvin | 42 | Sales Director | ||
| Mr. Lim Kim Seng | 64 | Sales Director | ||
| Independent Directors: | ||||
| Mr. Han Yee Yen | 71 | Independent Director | ||
| Ms. Ng Siew Cher | 38 | Independent Director | ||
| Mr. Lim Geok Peng | 60 | Independent Director |
No arrangement or understanding exists between any such Director or Executive Officer and any other persons pursuant to which any Director or Executive Officer was elected as a Director or Executive Officer. Our Directors are elected annually and serve until their successors take office or until their death, resignation or removal. The Executive Officers serve at the pleasure of our Board.
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Executive Directors and Executive Officers:
Mr. Lim Chwee Poh (“Mr. Lim CP”), our Executive Director and Chief Executive Officer of the Company, was appointed on October 11, 2022. Mr. Lim CP is responsible for the development and execution of our Group’s business strategies and plans and oversees the Group’s financial performance, investments and other business ventures. Mr. Lim CP joined our Group in 1983 as the managing director of Jurong Barrels. Mr. Lim CP was appointed as a Director of Jurong Barrels in 1983 and of JBD Systems in 2017.
Mr. Lim CP has over 52 years of experience in overseeing business operations and strategy. From 1970 to 1982, he was a trader in Lim Chwee Poh Trading Co., a company principally engaged in the trading of scrap metals and cloths. Mr. Lim CP founded our Group in 1983 and has been the managing director since then. Mr. Lim CP obtained the Primary School Leaving Examination (PSLE) qualification in Singapore.
Mr. Lim CP is the spouse of Ms. Siow KL, the father of Mr. Lim TC and Mr. Lim TM and brother of Mr. Lim KS.
Mr. Liang Zhao Rong is our Executive Director and Chief Financial Officer of the Company, and was appointed on October 11, 2022. Mr. Liang is responsible for the overall management of the accounts and budgets of our Group as well as overseeing the administrative and human resources department. Mr. Liang joined our Group in 2016 as the finance and administration manager. Mr. Liang was appointed as a Director of Jurong Barrels and JBD Systems in 2022.
Mr. Liang has over 12 years of experience in managing accounts and finance of businesses. From 2010 to 2013, he was an accounts executive in XMH Holdings Ltd, a company principally engaged in the sales of marine engines and spare parts. From 2013 to 2016, Mr. Liang was a finance analyst at Amanresorts International Pte. Ltd., a company principally engaged in managing hotels and resorts under the Aman group.
Mr. Liang obtained a Bachelor of Science degree in Accounting and Finance from the University of London in 2010. Mr. Liang is also a member of the CPA Australia since 2025.
Mr. Quek Che Wah is Deputy Chief Executive Officer of the Company and was appointed on October 11, 2022. Mr. Quek is responsible for the operations, sales, procurement and daily company co-ordination of our Group. Mr. Quek joined our Group in 2016 as the general manager of Jurong Barrels and has served since 2016.
Mr. Quek has over 40 years of experience working in injection and molding and manufacturing companies. From 1983 to 1989, Mr. Quek worked at a plastic injection molding and manufacturing company and metal parts manufacturing company. From 1989, Mr. Quek worked as an assistant product supervisor at Miyoshi Precision (S) Pte. Ltd. From 1994 to 2000, Mr. Quek was a quality control and production manager in Sam-Plus Manufacturing Pte. Ltd., a company principally engaged in high precision engineering of plastic connector injection molding and mold manufacturing. From 2001 to 2007, he was a director and factory manager in PT Sam-Plus Indotama Industry, a company which is principally engaged in high precision engineering of plastic connector injection molding and mold manufacturing. From 2007 to 2016, he was a logistics manager in Nilfisk Pte. Ltd., a company principally engaged in the manufacturing of industrial and professional cleaning machines and equipment.
Mr. Quek obtained a national technical certificate in NTC - 2 Precision Tooling (Press Tool) from the Institute of Technical Education Singapore in 1994 and a Diploma in Integrated Logistics Management (Synchronous E-learning) from the Logistics Academy of Singapore in 2011.
Mr. Lim Tze Chong, Patrick (“Mr. Lim TC”) is Operations Director of the Company and was appointed on October 11, 2022. Mr. Lim TC is responsible for overseeing the overall operations of our Group. Mr. Lim TC joined our Group in 2001 as the operations director of Jurong Barrels.
Since 2017, Mr. Lim TC has served as a Director of JBD Systems.
Mr. Lim TC obtained a diploma from Ngee Ann Polytechnic in Singapore in 2001.
Mr. Lim TC is the son of Mr. Lim CP and Ms. Siow KL, brother of Mr. Lim TM and nephew of Mr. Lim KS.
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Mr. Lim Tze Ming, Kelvin (“Mr. Lim TM”) is a Sales Director of the Company and was appointed on October 11, 2022. Mr. Lim TM is responsible for managing and overseeing the sales operations of our Group. Mr. Lim TM joined our Group in 1999 as the sales coordinator. He was promoted to his current position in 2003 as sales director of Jurong Barrels.
Mr. Lim TM obtained the Secondary 3 / Express Stream Leaving Certificate from Fairfield Methodist Secondary School in Singapore in 1999.
Mr. Lim TM is the son of Mr. Lim CP and Ms. Siow KL, brother of Mr. Lim TC and nephew of Mr. Lim KS.
Mr. Lim Kim Seng (“Mr. Lim KS”), has been a Sales Director of the Company since October 11, 2022. Mr. Lim KS is responsible for the business strategies and plans, communications with shareholders and investments of our Group. Mr. Lim KS joined our Group in 1983 as a Director of Jurong Barrels.
From 1970 to 1982, Mr. Lim KS was a trader in Lim Chwee Poh Trading Co., a company principally engaged in the trading of scrap metals and cloths. Since 1983, he has been a Director of Jurong Barrels and he was responsible for (i) Jurong Barrels’ business strategies in order to attain the goals of the board and shareholders; (ii) providing strategic advice to the board so that they will have an accurate view of the market and Jurong Barrels’ future; (iii) preparing and implementing comprehensive business plans to facilitate achievement by planning cost-effective operations and market development activities; (iv) communicating and maintaining relationships with shareholders, business partners and authorities; (v) overseeing Jurong Barrels’ investments and other business ventures; and (vi) analyzing problematic situations and occurrences and providing solutions to ensure the survival and growth of Jurong Barrels.
Mr. Lim KS completed the Secondary 4 level from Serangoon Technical Secondary School in Singapore in 1977.
Mr. Lim KS is the brother of Mr. Lim CP, the brother-in-law of Ms. Siow KL and the uncle of Mr. Lim TC and Mr. Lim TM.
Independent Directors:
Mr. Han Yee Yen began serving as an Independent Director of the Company on August 26, 2024. Mr. Han serves as chairman of the audit committee and as a member of the compensation and nomination committees.
Mr. Han has over 43 years of experience in auditing, accounting and financial management as a financial controller in different industries. From October 2010 to December 2014, Mr. Han was the group chief financial officer of Jubilee Industries Holdings Ltd., a company whose shares are listed on the Catalist of the Singapore Exchange Securities Trading Limited (stock code: NHD). From December 2014 to July 2015, Mr. Han was the group financial controller of 800 Super Holdings Limited, a company whose shares were previously listed on the Catalist of the Singapore Exchange Securities Trading Limited. From September 2015 to March 2019, Mr. Han was the group financial controller of Kee Song Food Corporation (S) Pte Ltd, a subsidiary of Kee Song Bio-Technology Holdings Limited, a company whose shares are listed on the Taiwan Stock Exchange Corporation (stock code 1258), where he was responsible for handling the group’s financial and accounting matters, ensuring compliance with the Taiwan listing rules and regulations and overseeing the IT department. Since April 2019, Mr. Han works at Y Y Han Management Enterprise as a sole proprietor, where he provides accounting and finance services to small and medium-sized enterprises clients. On 2024, Mr. Han has been the chief financial officer of SKK Holdings Limited, a company listed on Nasdaq (stock code: SKK). Since 2024, Mr. Han has been an independent non-executive director in INNEOVA Holdings Limited, a company specializing in distribution of spare-parts whose shares are listed on the Nasdaq (stock code: INEO).
Mr. Han obtained a Bachelor of Commerce (Accountancy) from the Nanyang University of Singapore in June 1979. Mr. Han is also a Fellow Chartered Accountant of Singapore since July 2013 and a fellow of the Institute of Certified Public Accountants of Singapore since November 2004.
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Ms. Ng Siew Cher began serving as an Independent Director of the Company on May 28, 2026. Ms. Ng serves as the chairwoman of the nomination committee and as a member of the compensation and audit committees.
Ms. Ng is a well-established professional across Malaysia and Singapore in the fields of finance and management with over a decade of experience in strategic oversight, corporate operations and financial management. Since 2019, Ms. Ng has held a senior management position at Colourcoil Industries Sdn Bhd, where she directs strategic planning and operational governance. In this capacity, she is instrumental in executive decision-making and provides cross-functional leadership to drive organizational growth. From 2014 to 2018, she served as assistant finance manager at Profitline Industries Sdn Bhd, overseeing financial reporting, budgeting and the implementation of internal control frameworks.
Ms. Ng earned a Bachelor of Arts (with Honors) degree in Business and Accounting from the University of Wolverhampton in July 2009. She also was a Registered Certified Professional Manager with The Society of Business Practitioners, Manchester, UK, from 2008 to 2009. Her credentials reflect a robust foundation in corporate governance, financial compliance and leadership.
Mr. Lim Geok Peng began serving as an Independent Director of the Company on May 28, 2026. Mr. Lim serves as chairman of the compensation committee and as a member of the nomination and audit committees.
Mr. Lim has over 35 years of experience in the accounting and auditing fields. He is currently the chief executive officer of CPA Partnership Pte. Ltd. and CPA Advisory LLC, which provide corporate secretarial, accounting, taxation, payroll and employment services, and an audit partner at CPA John Lim & Co., which provides audit and assurance services. Mr. Lim is also currently an independent director and chairman of the audit committee of AnnAik Limited (SGX:A52), which is a holding company that manufactures and distributes stainless steel products internationally.
Mr. Lim’s prior experience in the accounting and auditing fields includes employment as a partner with PFK-CAP LLP, managing director of HT Khoo & Associates, PAC, senior assurance manager at Baker Tilly TFW LLP, head of the Practice Monitoring Division of the Institute of Singapore Chartered Accountants (“ISCA”), pastoral supervisor and chief financial officer at City Harvest Church, practice review manager at ISCA and audit associate to manager at Arthur Andersen.
Mr. Lim is a Certified Public Accountant (Australia) and a Public Accountant/Chartered Accountant in Singapore. He is also a Chartered Valuer and Appraiser (CVA) and a Senior Accredited Director. He has a present appointment as a board member of Youth With a Mission Training Centre. His prior appointments include as a Member of the Public Accounting Practice Committee and a Trainer – Practice Monitoring Program, Public Practice Program, at ISCA and a Member of the International Professional Standards Committee, PKFI.
Committees of our Board of Directors
We have established an audit committee, a compensation committee and a nomination committee, each of which operates pursuant to a charter adopted by our Board. Our Board may also establish other committees from time to time to assist our Company and our Board. The composition and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002 and with Nasdaq and SEC rules and regulations, if applicable. Each committee’s charter is available on our website at https://jbdiholdings.com. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Annual Report.
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Audit committee
Mr. Han Yee Yen, Ms. Ng Siew Cher and Mr. Lim Geok Peng, all of whom are independent Directors, serve on the audit committee, which is chaired by Mr. Han Yee Yen. Our Board has determined that each are “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Board has designated Mr. Han Yee Yan as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:
| ● | appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm; | |
| ● | pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm; | |
| ● | reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; | |
| ● | reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us; | |
| ● | coordinating the oversight and reviewing the adequacy of our internal control over financial reporting; | |
| ● | establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 20-F; | |
| ● | monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters; | |
| ● | preparing the audit committee report required by SEC rules to be included in our annual proxy statement; | |
| ● | reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; | |
| ● | reviewing earnings releases; and | |
| ● | implementing the Company’s Cybersecurity Policy. |
Compensation committee
Mr. Han Yee Yen, Ms. Ng Siew Cher and Mr. Lim Geok Peng, all of whom are Independent Directors, serve on the compensation committee, which is chaired by Mr. Lim Geok Peng. Our Board has determined that each such member satisfies the “independence” standards identified in the Nasdaq Company Guide. The compensation committee’s responsibilities include:
| ● | evaluating the performance of our Chief Executive Officer in light of our company’s corporate goals and objectives and, based on such evaluation: (i) recommending to our Board the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans; | |
| ● | reviewing and recommending to our Board the cash compensation of our other Executive Officers; | |
| ● | reviewing and establishing our overall management compensation, philosophy and policy; | |
| ● | overseeing and administering our compensation and similar plans; | |
| ● | reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq listing rules; | |
| ● | retaining and approving the compensation of any compensation advisors; | |
| ● | reviewing and approving our policies and procedures for the grant of equity-based awards; | |
| ● | reviewing and recommending to our Board the compensation of our Directors; | |
| ● | preparing the compensation committee report required by SEC rules, if and when required; and | |
| ● | implementing the Company’s Compensation Recovery Policy in the event of a restatement of the Company’s financial statements. |
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Nomination committee
Mr. Han Yee Yen, Ms. Ng Siew Cher and Mr. Lim Geok Peng, all of whom are Independent Directors, serve on the nomination committee, which is chaired by Ms. Ng Siew Cher. Our Board has determined that each member of the nomination committee is “independent” as defined in the applicable Nasdaq listing rules. The nomination committee’s responsibilities include:
| ● | developing and recommending to our Board’s criteria for board and committee membership; | |
| ● | establishing procedures for identifying and evaluating Director candidates, including nominees recommended by stockholders; and | |
| ● | reviewing the composition of our Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us. |
Our nomination committee and our Board consider a broad range of factors relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin). Our nomination committee’s and our Board’s priority in selecting board members is identification of persons who will further the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal experience and expertise relevant to our growth strategy.
Foreign Private Issuer Status
The Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards of the Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the following:
| ● | the Shareholder Approval Requirements under Section 5635 of the Nasdaq listing rules; and | |
| ● | the requirement under Section 5605(b)(2) of the Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present. |
Code of Conduct and Code of Ethics
We have adopted a written code of business conduct and ethics that applies to our Directors, Executive Officers and employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions. A current copy of this code is posted on the Corporate Governance section of our website, which is located at https://jbdiholdings.com. The information on our website is deemed not to be incorporated in this Annual Report or to be a part of this Annual Report. We intend to disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our Directors, Executive Officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of the Nasdaq.
Compensation of Directors and Executive Officers
For the financial year ended May 31, 2026, we paid an aggregate of approximately S$1.0 million in cash to our Directors and Executive Officers. For the financial year ended May 31, 2025, we paid an aggregate of approximately S$1.1 million in cash to our Directors and Executive Officers. For the financial year ended May 31, 2024, we paid an aggregate of approximately S$1.1 million in cash to our Executive Directors and Executive Officers.
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Summary Compensation Table
| Name and Principal Position | Year | Salary (S$’000) | Bonus (S$’000) | ||||||||
| Mr. Lim Chwee Poh, Executive Director and Chief Executive Officer | 2026 | 334 | 14 | ||||||||
| 2025 | 334 | - | |||||||||
| 2024 | 333 | 27 | |||||||||
| Mr. Liang Zhao Rong, Executive Director and Chief Financial Officer | 2026 | 98 | 4 | ||||||||
| 2025 | 98 | 8 | |||||||||
| 2024 | 99 | 8 | |||||||||
| Mr. Quek Che Wah, Deputy Chief Executive Officer | 2026 | 98 | 4 | ||||||||
| 2025 | 98 | 8 | |||||||||
| 2024 | 99 | 8 | |||||||||
| Mr. Lim Tze Chong, Patrick, Operations Director | 2026 | 106 | 4 | ||||||||
| 2025 | 167 | 8 | |||||||||
| 2024 | 177 | 17 | |||||||||
| Mr. Lim Tze Ming, Kelvin, Sales Director | 2026 | 98 | 4 | ||||||||
| 2025 | 98 | 8 | |||||||||
| 2024 | 98 | 8 | |||||||||
| Mr. Lim Kim Seng, Sales Director | 2026 | 163 | 7 | ||||||||
| 2024 | 181 | 13 | |||||||||
| 2024 | 186 | 16 | |||||||||
| Mr. Han Yee Yen, Independent Director | 2026 | 30 | - | ||||||||
| 2025 | 23 | - | |||||||||
| 2024 | - | - | |||||||||
| Mr. Chan Chin Hoong, Independent Director* | 2026 | 24 | - | ||||||||
| 2025 | 18 | - | |||||||||
| 2024 | - | - | |||||||||
| Mr. Soh Kar Liang, Independent Director* | 2026 | 24 | - | ||||||||
| 2025 | 18 | - | |||||||||
| 2024 | - | - | |||||||||
| Ms. Ng Siew Cher, Independent Director** | 2026 | - | - | ||||||||
| 2025 | - | - | |||||||||
| 2024 | - | - | |||||||||
| Mr. Lim Geok Peng, Independent Director** | 2026 | - | - | ||||||||
| 2025 | - | - | |||||||||
| 2024 | - | - | |||||||||
*Mr. Chan Chin Hoong and Mr. Soh Kar Liang did not stand for re-election as Independent Directors at the 2025 Annual Meeting.
** Ms. Ng Siew Cher and Mr. Lim Geok Peng were elected as Independent Directors effective May 28, 2026.
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Employment Agreements
Employment Agreement between Mr. Lim Chwee Poh and Jurong Barrels
We have entered into an Employment Agreement dated August 1, 2024 with Mr. Lim Chwee Poh pursuant to which he is employed as the Chief Executive Officer of Jurong Barrels. The agreement provides for a monthly base salary in the amount of S$27,223. Mr. Lim CP’s employment will continue indefinitely, subject to termination by either party to the agreement upon 6 months’ prior written notice or the equivalent salary in lieu of such notice. The agreement also provides that Mr. Lim CP shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
Employment Agreement between Mr. Liang Zhao Rong and Jurong Barrels
We entered into an Employment Agreement dated August 1, 2024 with Mr. Liang Zhao Rong pursuant to which he was employed as the Chief Financial Officer of Jurong Barrels. The agreement provides for a monthly base salary in the amount of S$8,000. Under the terms of the agreement, Mr. Liang Zhao Rong’s employment will continue indefinitely, subject to termination by either party to the agreement upon 6 months’ written notice or the equivalent salary in lieu of such notice. The agreement also provides that Mr. Liang Zhao Rong shall not, during the term of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
Directors’ Agreements
Each of our Directors has entered into a Director’s Agreement with the Company. The terms and conditions of such Directors’ Agreements are similar in all material aspects. Each Director’s Agreement is for an initial term of one year and will continue until the Director’s successor is duly elected and qualified. Each Director will be up for re-election each year at the annual shareholders’ meeting and, upon re-election, the terms and provisions of his or her Director’s Agreement will remain in full force and effect. Any Director’s Agreement may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders holding more than 50% of the Company’s issued and outstanding Ordinary Shares entitled to vote.
Under the Directors’ Agreements, the initial annual Director fees that are payable to our Independent Directors are S$30,000 to Mr. Han Yee Yen, S$24,000 to Mr. Chan Chin Hoong and S$24,000 to Mr. Soh Kar Liang. Such Director fees are payable in cash on a monthly basis. As Messrs. Hoong and Liang did not stand for reelection at the 2026 Annual Meeting, their Directors’ Agreements terminated when their successors were elected and qualified.
Upon election at the 2025 Annual Meeting, Ms. Ng Siew Cher and Mr. Lim Geok Peng entered into Directors’ Agreements that provide for annual director fees of S$24,000 to be payable in cash on a monthly basis.
In addition, our Directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from time to time. The number of options granted and the terms of those options will be determined from time to time by a vote of our Board; provided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that Director.
Other than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiaries that provides for benefits upon termination of employment.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following table sets forth information regarding beneficial ownership of our capital stock by:
| ● | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our shares; | |
| ● | each of our named Executive Officers; | |
| ● | each of our Directors; and | |
| ● | all of our current Executive Officers and Directors as a group. |
Applicable percentage ownership is based on 9,514,532 Ordinary Shares of our Company issued and outstanding as of the date of this Annual Report.
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The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security, warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown. As of the date hereof, we have 4 registered shareholders of record of our Ordinary Shares.
The Company currently has six record holders of its Ordinary Shares. Unless otherwise noted below, the address of each person listed on the table is 34 Gul Crescent, Singapore 629538.
| Ordinary Shares Beneficially Owned | ||||||||
| Name of Beneficial Owners | Number | Percentage | ||||||
| Named Executive Directors and Executive Officers: | ||||||||
| Mr. Lim Chwee Poh(1) | 416,792 | 4.38 | % | |||||
| Mr. Liang Zhao Rong | - | - | ||||||
| Mr. Quek Che Wah | - | - | ||||||
| Mr. Lim Tze Chong, Patrick(2) | 1,248,574 | 13.12 | % | |||||
| Mr. Lim Tze Ming, Kelvin(2) | - | - | ||||||
| Mr. Lim Kim Seng(3) | 416,792 | 4.38 | % | |||||
| Independent Directors: | ||||||||
| Mr. Han Yee Yen | - | - | ||||||
| Ms. Ng Siew Cher | - | - | ||||||
| Mr. Lim Geok Peng | - | - | ||||||
| All Directors and Executive Officers as a group | 2,082,158 | 21.88 | % | |||||
| 5% Shareholders: | ||||||||
| E U Holdings Pte. Ltd.(4) | 3,947,910 | 41.49 | % | |||||
| Ms. Siow Kim Lian(5) | 1,248,574 | 13.12 | % | |||||
| (1) | Mr. Lim Chwee Poh is the spouse of Ms. Siow Kim Lian, the father of Mr. Lim Tze Chong, Patrick and Mr. Lim Tze Ming, Kelvin and the brother of Mr. Lim Kim Seng. |
| (2) | Mr. Lim Tze Chong, Patrick and Mr. Lim Tze Ming, Kelvin are the sons of Mr. Lim Chwee Poh and Ms. Siow Kim Lian and the nephews of Mr. Lim Kim Seng |
| (3) | Mr. Lim Kim Seng is the brother of Mr. Lim Chwee Poh, the brother-in-law of Ms. Siow Kim Lian and the uncle of Mr. Lim Tze Chong, Patrick and Mr. Lim Tze Ming, Kelvin |
| (4) | E U Holdings Pte. Ltd. is a company incorporated in Singapore and owned as to 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
| (5) | Ms. Siow Kim Lian is the spouse of Mr. Lim Chwee Poh, the mother of Mr. Lim Tze Chong, Patrick and Mr. Lim Tze Ming, Kelvin and the sister-in-law of Mr. Lim Kim Seng |
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Related Party Transactions
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Nature of transactions | ||||||||||||
| KDS Steel Pte Ltd(1) | ||||||||||||
| - Logistics services | 52 | 1,209 | 802 | |||||||||
| - Utilities | 6 | 69 | 71 | |||||||||
| E U Holdings Pte. Ltd.(2) | ||||||||||||
| - Management fees | - | 90 | 267 | |||||||||
| - Professional fees | - | 664 | - | |||||||||
| INNEOVA Industrial Pte Ltd(3) | ||||||||||||
| - Sales | - | 1 | 1 | |||||||||
| - Upkeep of machinery | 11 | - | * | |||||||||
| - Upkeep of motor vehicles | - | - | * | |||||||||
| * | The figures are insignificant. |
| (1) | KDS Steel Pte Ltd., a Singapore company, was owned by E U Holdings, a major shareholder of the Company, prior to July 2025, at which time it was transferred to an unaffiliated third party. |
| (2) | E U Holdings Pte. Ltd. is the record holder of 41.5% of the Company’s currently outstanding Ordinary Shares. E U Holdings Pte. Ltd. is owned as to 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
| (3) | INNEOVA Industrial Pte Ltd (f.k.a Filtec Private Limited), a Singapore company, is indirectly majority owned by Soon Aik Global Pte Ltd. Soon Aik Global Pte Ltd, a Singapore company, is 25% owned by Mr. Neo Chin Heng. |
INTERESTS OF EXPERTS AND COUNSEL
Not Applicable
LEGAL PROCEEDINGS
Not Applicable
ITEM 8. FINANCIAL INFORMATION
Financial Statements
Our Consolidated Financial Statements are set forth under Item 18. - “Financial Statements.”
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ITEM 9. THE OFFER AND LISTING
Offer and Listing Details
Our Ordinary Shares commenced trading on the Nasdaq Capital Market on August 27, 2024 under the symbol “JBDI.” The CUSIP number for our Ordinary Shares is G50883 209.
Transfer Agent
The transfer agent and registrar for the Ordinary Shares of the Company is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; Facsimile: 646-536-3179.
ITEM 10. ADDITIONAL INFORMATION
We are an exempted company incorporated with limited liability in the Cayman Islands. Our affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act (as revised) of the Cayman Islands (the “Companies Act”) and the common law of the Cayman Islands.
A copy of our Amended and Restated Memorandum and Articles of Association (the “Memorandum” and the “Articles of Association,” respectively) were filed as exhibit 3.1 to our registration statement filed with the SEC on May 2, 2024.
Our authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value of $0.001 each.
The following are summaries of certain material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies Act insofar as they relate to the material terms of our Ordinary Shares.
Ordinary Shares
General
All of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares to bearer.
Dividends
Subject to the Companies Act and our Amended and Restated Articles of Association, our Company in general meeting may declare dividends in any currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our Board. Our dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our Board determine is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized for this purpose in accordance with the Companies Act. No dividend may be declared and paid unless our Directors determine that, immediately after the payment, we will be able to pay our debts as they become due in the ordinary course of business and we have funds lawfully available for such purpose.
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Except in so far as the rights attaching to, or the terms of issue thereof, any share may otherwise provide:
| (i) | all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, although no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share; | |
| (ii) | all dividends shall be apportioned and paid pro rata in accordance with the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid; and | |
| (iii) | our Board may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable by him to our Company on account of calls, instalments or otherwise. Where our Board or our Company in general meeting has resolved that a dividend should be paid or declared, our Board may resolve: |
| (aa) | that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members entitled to such dividend will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment; or | |
| (bb) | that the members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as our Board may think fit. |
Upon the recommendation of our Board, our Company may by ordinary resolution in respect of any one particular dividend of our Company determine that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to members to elect to receive such dividend in cash in lieu of such allotment.
Any dividend, bonus or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint holders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company. Any one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable in respect of the shares held by such joint holders.
Whenever our Board or our Company in general meeting has resolved that a dividend be paid or declared, our Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind.
Our Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our Board may decide, but a payment in advance of a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the share or the due portion of the shares upon which payment has been advanced by such member before it is called up.
All dividends, bonuses or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our Board for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof. All dividends, bonuses or other distributions unclaimed for six years after having been declared may be forfeited by our Board and, upon such forfeiture, shall revert to our Company.
No dividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.
Our Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants remain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.
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Voting Rights
Subject to any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general meeting: (a) on a poll every member present in person or by proxy or, in the case of a member being a corporation, by our duly authorized representative shall have one vote for every share which is fully paid or credited as fully paid registered in his name in the register of members of our Company but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for this purpose as paid up on the share; and (b) on a show of hands every member who is present in person (or, in the case of a member being a corporation, by our duly authorized representative) or by proxy shall have one vote. Where more than one proxy is appointed by a member which is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not use all his votes or cast all the votes he does use in the same way.
Transfer of Ordinary Shares
Subject to the Companies Act and our Amended and Restated Articles of Association, all transfers of shares shall be effected by an instrument of transfer in the usual or common form or in such other form as our Board may approve and may be under hand or, if the transferor or transferee is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), under hand or by machine imprinted signature, or by such other manner of execution as our Board may approve from time to time.
Execution of the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our Board may dispense with the execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers. The transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members of our Company in respect of that share.
Our Board may, in our absolute discretion, at any time and from time to time remove any share on the principal register to any branch register or any share on any branch register to the principal register or any other branch register. Unless our Board otherwise agrees, no shares on the principal register shall be removed to any branch register nor shall shares on any branch register be removed to the principal register or any other branch register. All removals and other documents of title shall be lodged for registration and registered, in the case of shares on any branch register, at the registered office and, in the case of shares on the principal register, at the place at which the principal register is located.
Our Board may, in our absolute discretion, decline to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued under any share option scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders. Our Board may decline to recognize any instrument of transfer unless a certain fee, up to such maximum sum as the Nasdaq may determine to be payable, is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only one class of share and is lodged at our registered office or the place at which the principal register is located accompanied by the relevant share certificate(s) and such other evidence as our Board may reasonably require is provided to show the right of the transferor to make the transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).
The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Nasdaq, be suspended at such times and for such periods (not exceeding in the whole thirty days in any year) as our Board may determine.
Fully paid shares shall be free from any restriction on transfer (except when permitted by the Nasdaq) and shall also be free from all liens.
Procedures on liquidation
A resolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution of our shareholders.
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Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares:
| (i) | if our Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the capital paid up on the shares held by them respectively; and | |
| (ii) | if our Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of the paid-up capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and conditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them, respectively. |
If our Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a special resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any part of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for such purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks fit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.
Calls on Ordinary Shares and Forfeiture of Ordinary Shares
Subject to these Articles and to the terms of allotment, our Board may, from time to time, make such calls as it thinks fit upon the members in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either in one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum as our Board shall fix from the day appointed for payment to the time of actual payment, but our Board may waive payment of such interest wholly or in part. Our Board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding 20% per annum as our Board may decide.
If a member fails to pay any call or instalment of a call on the day appointed for payment, our Board may, for so long as any part of the call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment. The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and shall also name the place where payment is to be made. The notice shall also state that, in the event of non-payment at or before the appointed time, the shares in respect of which the call was made will be liable to be forfeited.
If the requirements of any such notice are not complied with, any share in respect of which the notice has been given at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of our Board to that effect. Such forfeiture will include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.
A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain liable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares together with (if our Board shall in our discretion so require) interest thereon from the date of forfeiture until payment at such rate not exceeding 20% per annum as our Board may prescribe.
Redemption of Ordinary Shares
Subject to the Companies Act, our Amended and Restated Articles of Association, and, where applicable, the Nasdaq listing rules or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Ordinary Shares, any power of our Company to purchase or otherwise acquire all or any of its own Ordinary Shares (which expression as used in this Article includes redeemable Ordinary Shares) be exercisable by our Board in such manner, upon such terms and subject to such conditions as it thinks fit.
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Subject to the Companies Act, our Amended and Restated Articles of Association, and to any special rights conferred on the holders of any Ordinary Shares or attaching to any class of Ordinary Shares, Ordinary Shares may be issued on the terms that they may, at the option of our Company or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as our Board may deem fit.
Variations of Rights of Shares
Subject to the Companies Act and without prejudice to our Amended and Restated Articles of Association, if at any time the share capital of our Company is divided into different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise provided for by the terms of issue of the shares of that class) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. The provisions of the Articles relating to general meetings shall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member being a corporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the issued shares of that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any holder of shares of the class present in person or by proxy may demand a poll.
Any special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.
General Meetings of Shareholders
Our Company must hold an annual general meeting each financial year other than the financial year of our Company’s adoption of our Amended and Restated Articles of Association in accordance with the Amended and Restated Articles of Association.
Extraordinary general meetings may be convened on the requisition of one or more members holding, at the date of deposit of the requisition, not less than one tenth of the paid up capital of our Company having the right of voting at general meetings. Such requisition shall be made in writing to our Board or the secretary of our Company for the purpose of requiring an extraordinary general meeting to be called by our Board for the transaction of any business specified in such requisition. Such meeting shall be held within two months after the deposit of such requisition. If within 21 days of such deposit, our Board fails to proceed to convene such meeting, the requisitionist(s) himself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of our Board shall be reimbursed to the requisitionist(s) by our Company.
Every general meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of the meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.
Although a meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called if it is so agreed:
| (i) | in the case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and | |
| (ii) | in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting holding not less than 95% of the total voting rights at the meetings of all our shareholders. |
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All business transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business where it is transacted at an annual general meeting, with the exception of the election of Directors which shall be deemed ordinary business.
No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, and continues to be present until the conclusion of the meeting.
The quorum for a general meeting shall be two members entitled to vote and present in person (or in the case of a member being a corporation, by our duly authorized representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting shares in our Company throughout the meeting.
Inspection of Books and Records
Our shareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company. They will, however, have such rights as may be set out in our Amended and Restated Articles of Association.
Changes in Capital
Subject to the Companies Act, our shareholders may, by ordinary resolution:
| (a) | increase our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in that ordinary resolution; | |
| (b) | consolidate and divide all or any of our share capital into shares of larger amount than our existing shares; | |
| (c) | sub-divide our shares or any of them into our shares of smaller amount than is fixed by our Company’s Amended and Restated Memorandum and Articles of Association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced our shares shall be the same as it was in case of the share from which the reduced our shares is derived; | |
| (d) | cancel any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled; and | |
| (e) | convert all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination. |
Subject to the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders may, by special resolution, reduce our share capital or any capital redemption reserve in any way.
Material Contracts
Our material contracts, other than those entered into in the ordinary course of business, are described in Item 4, Item 6 and Item 7 or elsewhere in this Annual Report.
Dividends and Dividend Policy
A dividend declared for the financial year ended May 31, 2023 was paid in 2025. No dividends have been declared or paid by the companies comprising our Group for the financial years ended May 31, 2025 or 2026. Dividend payments of approximately $0.7 million were recorded in our consolidated statement of cash flows for the financial year ended May 31, 2024.
We have adopted a dividend policy, according to which our Board of Directors shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of our Shareholders, the Cayman Islands Companies Act and our Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.
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Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.
Enforceability Of Civil Liabilities
Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.
All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers of our Company and the auditors of our Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.
We have appointed Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.
Exchange Controls
There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.
Material Income Tax Considerations
The following summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject to change. This summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands and the United States. The Company does not conduct operations in the PRC and has no PRC operating entities. Accordingly, a discussion of PRC tax regulation is not applicable. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to matters of Cayman Islands tax law, it is the opinion of Conyers Dill & Pearman, our counsel as to Cayman Islands law.
Cayman Islands Tax Considerations
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in 2010 but otherwise is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.
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We have received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from the date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income or on gains or appreciation shall apply to our Company or its operations; and that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (a) on or in respect of the shares, debentures or other obligations of our Company; or (b) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act of the Cayman Islands.
Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of our Ordinary Shares be subject to Cayman Islands income or corporation tax.
No stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares.
United States Federal Income Tax Considerations
The following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares and hold our Ordinary Shares as “capital assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”). This discussion is based upon existing United States federal income tax law which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own (directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes, or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or Medicare tax on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and non-United States income and other tax considerations of an investment in our Ordinary Shares.
General
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.
If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment in our Ordinary Shares.
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Dividends
The entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings and profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent of the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution as a “dividend” for United States federal income tax purposes.
Any dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will generally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes, in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Dividends paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that are converted into U.S. dollars on a date subsequent to receipt.
Sale or Other Disposition of Ordinary Shares
A U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.
A U.S. Holder that receives a currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S. Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion of the currency will be United States source ordinary income or loss.
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Passive Foreign Investment Company Considerations
For United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon our current and expected income and assets (including goodwill and taking into account the proceeds from our recent IPO) and the expected market price of our Ordinary Shares following our IPO, we do not expect to be a PFIC for the current taxable year or the foreseeable future.
However, while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in our IPO. It is also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our company being or becoming a PFIC for the current or future taxable years.
If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of Ordinary Shares. Under the PFIC rules:
| ● | such excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares; | |
| ● | such amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; | |
| ● | such amount allocated to each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S. Holder for that year; and | |
| ● | an interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
If we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any of the entities in which we may own equity.
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As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Although we intend to apply for the listing of our Ordinary Shares on the Nasdaq, we cannot guarantee that our listing will be approved. Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on such exchange. U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes.
If an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the taxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
If a U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.
Because a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.
If a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder if we are or become a PFIC, including the possibility of making a mark-to-market election.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR IN THE OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.
Documents on Display
You may read and copy documents referred to in this Annual Report on Form 20-F that have been filed with the SEC at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.
The SEC allows us to “incorporate by reference” the information we file with the SEC. This means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this Annual Report on Form 20-F.
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ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
The Company is currently not subject to significant interest rate risk due to its lack of outstanding short term loans or large deposit accounts.
Foreign Currency Exchange Rates
| May 31, 2025 | May 31, 2026 | |||||||
| Year-end US$:S$ exchange rate | 1,2893 | 1.2778 | ||||||
| Average US$:S$ exchange rate | 1.3333 | 1.2838 | ||||||
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM 15. CONTROLS AND PROCEDURES
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As of the end of the period covered by this Annual Report, our Chief Executive Officer and Principal Account Officer (the “Certifying Officer”) conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officer has concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.
Pursuant to the JOBS Act, we qualify as an “emerging growth company as we recorded revenues less than US$1.235 billion in our most recent financial year, which allows us to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act, in the assessment of the emerging growth company’s internal control over financial reporting.
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Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting for the financial year ended May 31, 2026 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting for the financial year ended May 31, 2026, the material weaknesses identified related to our lack of sufficient full-time resources with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues.
Changes in Internal Control over Financial Reporting
During the financial year ended May 31, 2026, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 16. RESERVED
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our Board of Directors has determined that the Company has at least one audit committee financial expert serving on its audit committee. Our Board of Directors has determined that each member of our audit committee is “independent” for audit committee purposes as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the audit committee. Our Directors have designated Mr. Han Yee Yan as an “audit committee financial expert,” as defined under the applicable rules of the SEC.
ITEM 16B. CODE OF ETHICS
Our Board of Directors has adopted a written code of business conduct and ethics that applies to our Directors, Officers and employees, including our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions. A current copy of this code is posted on the Corporate Governance section of our website, which is located at https://jbdiholdings.com. The information on our website is deemed not to be incorporated in or to be a part of this Annual Report. We intend to disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our Directors, Executive Officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq.
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ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The following are the fees billed to us by our auditors during the financial years ended May 31, 2025 and 2026:
| Financial Years Ended May 31, | ||||||||
| 2025 | 2026 | |||||||
| $’000 | $’000 | |||||||
| Audit Fees | 85 | 98 | ||||||
| Audit Related Fees | 30 | 30 | ||||||
| Tax Fees | - | - | ||||||
| All Other Fees | - | - | ||||||
| Total | 115 | 128 | ||||||
Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 6-K and for any other services that were normally provided by our independent auditor in connection with our statutory and regulatory filings or engagements.
Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.
Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.
All Other Fees consist of the aggregate fees billed for products and services provided by our independent auditor and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees would be fees for services rendered by our independent auditor in connection with any private and public offerings conducted during such periods.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. However, our Audit Committee is required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on Nasdaq. Therefore, we have a fully independent Audit Committee in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using more stringent criteria than those applicable to us as a foreign private issuer.
Currently, we plan to rely on home country practice with respect to certain corporate governance matters. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.
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ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Between May 13, 2025 and September 4, 2025, the Company repurchased an aggregate of 758,436 of its publicly traded Ordinary Shares in accordance with the following table:
| Period | Total number of shares purchased(1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum number of shares that may yet be purchased under the plans or programs | ||||||||||||
| May 13, 2025 - May 29, 2025 | 533,029 | $ | 1.0710 | 533,029 | $ | 429,123.86 | ||||||||||
| June 1 2025 - June 30, 2025 | 95,221 | $ | 1.0995 | 95,221 | $ | 324,426.14 | ||||||||||
| July 1, 2025 - July 31, 2025 | 64,346 | $ | 0.9833 | 64,346 | $ | 261,154.59 | ||||||||||
| August 1, 2025 - August 31, 2025 | 55,145 | $ | 0.9715 | 55,145 | $ | 207,582.60 | ||||||||||
| September 1, 2025 - September 30, 2025 | 10,695 | $ | 0.9997 | 10,695 | $ | 196,890.73 | ||||||||||
(1) On April 9, 2025, the Board of Directors approved a share repurchase program (the “Share Repurchase Program”) pursuant to which the Company may repurchase up to US$1.0 Million worth of its Ordinary Shares. All 758,436 shares repurchased as of the date of this Annual Report were purchased in open market transactions. The Share Repurchase Program may continue until the full US$1.0 million worth of the Company’s Ordinary Shares have been repurchased.
ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Appointment of YCM CPA INC. as Independent Registered Public Accounting Firm
On June 13, 2025, the Company dismissed OneStop Assurance PAC (“OneStop”) as the independent registered public accounting firm for the Company and engaged YCM CPA INC. (“YCM”) as its new independent registered public accounting firm. YCM’s appointment as the Company’s independent registered public accounting firm for the financial year ended May 31, 2025 was ratified by the Company’s shareholders at the Company’s Annual General Meeting of Shareholders held on June 9, 2025.
During the two most recent financial years and through the date of YCM’s engagement, we did not consult with YCM regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). In approving the selection of YCM as the Company’s new independent registered public accounting firm, our Board of Directors considered all relevant factors, including qualifications, manpower resources, expertise and fees.
Onestop’s audit report on the Company’s financial statements as of and for the financial year ended May 31, 2024 did not contain an adverse opinion nor a disclaimer of opinion and was not qualified nor modified as to uncertainty, audit scope or accounting principles.
From Onestop’s appointment to the date of its resignation, there were (i) no disagreements between the Company and Onestop on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Onestop, would have caused Onestop to make reference to the subject matter of the disagreement in its report on the financial statements for such year, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
We provided Onestop with a copy of this disclosure before this filing was made with the SEC. We requested that Onestop provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from Onestop stating that it agrees with the above statements. A copy of such letter, dated October 14, 2025 is filed as Exhibit 15.1 to the Company’s Annual Report on Form 20-F filed on October 14, 2025.
| 95 |
Appointment of OneStop Assurance PAC as Independent Registered Public Accounting Firm
On May 28, 2026, the Company dismissed YCM as the independent registered public accounting firm for the Company and engaged OneStop as its new independent registered public accounting firm. OneStop’s appointment as the Company’s independent registered public accounting firm for the financial year ended May 31, 2026 was ratified by the Company’s shareholders at the Company’s 2025 Annual Meeting held on May 28, 2026.
During the two most recent financial years and through the date of OneStop’s current engagement, we did not consult with OneStop regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements; or (ii) any matter that was either the subject of a disagreement or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). In approving the selection of OneStop as the Company’s new independent registered public accounting firm, our Audit Committee and Board of Directors considered all relevant factors, including qualifications, manpower resources, expertise and fees.
YCM’s audit report on the Company’s financial statements as of and for the financial year ended May 31, 2025 did not contain an adverse opinion nor a disclaimer of opinion and was not qualified nor modified as to uncertainty, audit scope or accounting principles.
From YCM’s appointment to the date of its resignation, there were (i) no disagreements between the Company and YCM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of YCM, would have caused YCM to make reference to the subject matter of the disagreement in its report on the financial statements for such year, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
We provided YCM with a copy of this disclosure before this filing was made with the SEC. We requested that YCM provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from YCM stating that it agrees with the above statements. A copy of such letter, dated September 2, 2026, is filed as Exhibit 15.1 to this Annual Report.
ITEM 16G. CORPORATE GOVERNANCE
As a Cayman Islands exempted company listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of Nasdaq in respect of the Shareholder Approval Requirements under Section 5635 of the Nasdaq listing rules and the requirement under Section 5605(b)(2) of the Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent directors present. Accordingly, our shareholders may be afforded less protection than they otherwise would under the Nasdaq corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3.D. Key Information-Risk Factors-Risks Related to Our Securities-As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.”
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable
| 96 |
ITEM 16J. INSIDER TRADING POLICIES
The
Company has
The Insider Trading Policy is filed as Exhibit 11.2 to the Company’s Annual Report for the financial year ended May 31, 2025, filed with the SEC on October 14, 2025.
ITEM 16K. CYBERSECURITY
| 1. | Identification: We aim to proactively identify the manners in which our business could be materially impacted by cybersecurity risks including: |
| a. | Cybersecurity Incidents - an unauthorized occurrence on or conducted through its information system that jeopardizes the confidentiality, integrity, or availability of its information systems or any information residing therein | |
| b. | Cybersecurity Threats - any potential occurrence that may result in an unauthorized effort to adversely affect the confidentiality, integrity, or availability of its information systems or any information residing therein. |
| 2. | Assessment: We periodically assess our risks relating to cybersecurity threats, including risks relating to our reliance on third parties. In so doing, we consider the likelihood and impact that could result from the manifesting of such risks, together with the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks, together with the sufficiency of existing policies, procedures, systems, and safeguards in place to manage such risks, including evaluating and if available obtaining cyber liability insurance, and aligning such cyber-risk management policies with the Company’s business needs by integrating cyber-risk analysis into significant business decisions. |
| 3. | Management: If deemed appropriate, we design and implement reasonable safeguards to address any identified gaps in our existing processes and procedures, including annual cybersecurity awareness training emphasizing the use of strong passwords on all systems and aligning cyber-risk management policies with the Company’s needs by integrating cyber-risk analysis into significant business decisions and ensuring that the Company’s organization structure supports such cybersecurity goals. |
| 4. | Evaluation: If a cybersecurity breach occurs, the Audit Committee will determine whether the Incident or Threat is “material” (.i.e. is there a substantial likelihood that a reasonable shareholder would consider it important in making an investment decision or if it would have significantly altered the “total mix” of information made available?), assessing among other factors potential or actual financial impacts, reputational damage, and operational disruptions. |
| 5. | Report: Establish and monitor an incident response approach requiring our Chief Financial Officer to report to us, the full Board of Directors and legal counsel any cybersecurity concerns or events. |
| 6. | Disclosure: To ensure compliance with SEC requirements and maintain overall stakeholder confidence in the Company, all material and known facts regarding the cybersecurity breach will be recorded, including their nature, scope, and financial implications; and a Form 6-K will be prepared and filed within four (4) business days after the determination that a “material” cybersecurity incident has occurred. |
We
presently do
PART III
ITEM 17. FINANCIAL STATEMENTS
Not applicable
ITEM 18. FINANCIAL STATEMENTS
The following Financial Statements are filed as part of this Annual Report:
| 97 |
JBDI HOLDINGS LIMITED AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders of JBDI Holdings Limited
Opinion on the Financial Statements
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 audit 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/
PCAOB
ID
We have served as the Company’s auditor since 2026.
August 31,2026
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of JBDI Holdings Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of JBDI Holdings Limited and its subsidiaries (collectively referred to as the “Company”) as of May 31, 2025, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the year ended May 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial positions of the Company as of May 31, 2025, and the results of its operations and its cash flows for the year ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company reported a net operating loss of $2.9 million and a cash outflow from operating activities of $3.3 million for the financial year ended May 31, 2025, compared to $2.7 million of cash and cash equivalents and $3.3 million of working capital for the financial year ended May 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. These consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
/s/
PCAOB
ID
We have served as the Company’s auditor since 2025.
October 14, 2025
| F-3 |
JBDI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”))
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Deposits, prepayments and other receivables | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Amounts due to related parties | ||||||||
| Bank borrowings | ||||||||
| Lease liabilities | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Long-term liability | ||||||||
| Lease liabilities | ||||||||
| Total long-term liability | ||||||||
| TOTAL LIABILITIES | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary Shares, par value US$, Ordinary Shares authorized, Ordinary Shares issued and outstanding as of May 31, 2026; outstanding as of May 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Treasury shares, at cost: and , respectively | ( | ) | ( | ) | ||||
| Capital reserves | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
JBDI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Currency expressed in United States Dollars (“US$”))
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024*** | ||||||||||
| (As restated) | ||||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Revenue, net | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating cost and expenses: | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating cost and expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income: | ||||||||||||
| Gain from disposal of property and equipment | ||||||||||||
| Interest income | * | |||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Government grant | ||||||||||||
| Reversal of allowance for expected credit loss | ||||||||||||
| Other income | ||||||||||||
| Total other income, net | ||||||||||||
| Income (loss) before income taxes | ( | ) | ( | ) | ||||||||
| Income tax (expenses) refund | ( | ) | ( | ) | ||||||||
| NET INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| Net income (loss) per share | ||||||||||||
| Basic and Diluted | ) | ) | ||||||||||
| Weighted average number of Ordinary Shares outstanding** | ||||||||||||
| Basic and Diluted (‘000) | ||||||||||||
| NET INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| Other comprehensive (loss) income: | ||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | ( | ) | ( | ) | ||||||||
| * | |
| ** | |
| *** |
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
JBDI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Currency expressed in United States Dollars (“US$”))
| Ordinary Shares* | Additional paid-in | Accumulated other comprehensive | Capital | Retained earnings/ (Accumulated | Treasury | Total shareholders’ | ||||||||||||||||||||||||||
No. of shares | Amount | capital | loss | reserves | deficit) | shares | equity | |||||||||||||||||||||||||
| ‘000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |||||||||||||||||||||||||
| Balance as of June 1, 2023 | ( | ) | ||||||||||||||||||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance as of May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Net loss for the year | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of shares, net of offering | ||||||||||||||||||||||||||||||||
| Shares repurchased by the Company | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance as of May 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||||||||||
| Shares repurchased by the Company | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of May 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
JBDI HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||
| Adjustments to reconcile net income or loss to net cash (used in) provided by operating activities | ||||||||||||
| Depreciation of property and equipment | ||||||||||||
| Amortization of right-of-use asset | ||||||||||||
| Allowance for expected credit loss | ||||||||||||
| Reversal of the allowance for expected credit loss | ( | ) | ( | ) | ( | ) | ||||||
| Impairment of property and equipment | ||||||||||||
| Gain from disposal of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||||||
| Accounts receivable and deposits, prepayments and other receivables | ( | ) | ||||||||||
| Inventories | ||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||
| Amount due to related parties | ( | ) | ||||||||||
| Repayment of operating lease liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Income tax payable | ( | ) | ||||||||||
| Net cash (used in) provided by operating activities | ( | ) | ( | ) | ||||||||
| Cash flows from investing activities: | ||||||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Proceeds from disposal of property and equipment | ||||||||||||
| Net cash provided by (used in) investing activities | ( | ) | ( | ) | ||||||||
| Cash flows from financing activities: | ||||||||||||
| Repayment of bank borrowings | ( | ) | ( | ) | ( | ) | ||||||
| Repurchases of shares | ( | ) | ( | ) | ||||||||
| Net proceeds from issuance of shares | ||||||||||||
| Dividend payments | ( | ) | ||||||||||
| Repayment of finance lease liabilities | ( | ) | ||||||||||
| Net cash (used in) provided by financing activities | ( | ) | ( | ) | ||||||||
| Effect of exchange rate change on cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| BEGINNING OF YEAR | ||||||||||||
| END OF YEAR | ||||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||||||
| Cash paid for income taxes | ||||||||||||
| Cash paid for interest | ||||||||||||
| * | The figures are insignificant. |
The accompanying notes are an integral part of these consolidated financial statements.
| F-7 |
JBDI HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FINANCIAL YEARS ENDED MAY 31, 2026, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”))
NOTE 1－ BUSINESS OVERVIEW AND BASIS OF PRESENTATION
JBDI
Holdings Limited (“JBDI Holdings”) was incorporated in the Cayman Islands on October 11, 2022 under the Companies Act as
an exempted company with limited liability. The authorized share capital was $
JBDI Holdings, through its subsidiaries (collectively referred to as the “Company”), is mainly engaged in the reconditioning and recycling of containers in Singapore. The Company has over twenty (20) years of experience in the reconditioning and recycling of containers in the recycling industry.
Description of subsidiaries incorporated and controlled by the Company
| Name | Background | Effective ownership | ||
| JBDI | British Virgin Islands company Incorporated on October 10, 2022 Issued
and outstanding ordinary shares for US$ Investment holding Provision of investment holding |
|||
| Jurong Barrels | Singaporean company Incorporated on November 17, 1983 Issued
and outstanding ordinary shares for S$ |
|||
| JBD Systems | Singaporean company Incorporated on May 4, 2017 Issued
and outstanding ordinary shares for S$ |
Reorganization
Since 2022, the Company has completed several transactions for the purposes of a group reorganization, as described below.
On
October 10, 2022, E U Holdings Pte. Ltd. (“EU Holdings”), Mr. Lim Chwee Poh (Mr. Lim CP”), Ms. Siow Kim Lian (“Ms.
Siow KL”), Mr. Lim Kim Seng (“Mr. Lim KS”), Mr. Lim Tze Chong (Mr. Lim TC”) (initial shareholders) and The Arc
Development Company Limited (“Arc Development”) entered into an Acquisition Agreement, pursuant to which Arc Development
acquired Ordinary Shares of JBDI (representing approximately
On
October 10, 2022, E U Holdings entered into a transfer agreement with Goldstein Enterprises Limited (“Goldstein”) for the
transfer of
On January 12, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC and JBDI entered into a sale and purchase agreement pursuant to which E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC transferred their entire shareholding interest in Jurong Barrels to JBDI. The consideration was settled by JBDI allotting and issuing 1 Ordinary Share to each of E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC credited as fully paid.
On May 30, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein, Arc Development and JBDI Holdings entered into a reorganization agreement, pursuant to which E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development transferred their respective Ordinary Shares, Ordinary Shares, Ordinary Shares, Ordinary Shares, Ordinary Shares, Ordinary Shares and Ordinary Shares, respectively, to JBDI Holdings. The consideration was settled by JBDI Holdings issuing Ordinary Shares, Ordinary Shares, Ordinary Shares, Ordinary Shares, Ordinary Shares, Ordinary Shares and Ordinary Shares to E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development, respectively, credited as fully paid.
| F-8 |
Prior
to a group reorganization, JBDI was the holding company of a group of companies comprised of Jurong Barrels and JBD Systems. JBDI was
held as to
During the financial years presented in these consolidated financial statements, the control of the entities has never changed (always under the control of JBDI Holdings). Accordingly, the combination has been treated as a corporate restructuring (“Reorganization”) of entities under common control and thus the current capital structure has been retroactively presented in prior years as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all years to which such entities were under common control. The consolidation of JBDI Holdings and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first year presented in the accompanying consolidated financial statements.
NOTE 2－SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.
| ● | Basis of Presentation |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Certain items in the financial statements of the comparative period have been reclassified to conform to the financial statements for the current period. The reclassification has no impact on the total assets, liabilities and ending shareholders’ equity for the financial years ended May 31, 2026 and 2025.
| ● | Use of Estimates and Assumptions |
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the financial years presented. Significant accounting estimates in the year include the allowance for expected credit loss on accounts receivables, deposits, prepayments, impairment loss on inventories, assumptions used in assessing right-of-use assets and impairment of long-lived assets, and deferred tax valuation allowance.
| ● | Basis of Consolidation |
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
| ● | Foreign Currency Translation and Transaction |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.
The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in their local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the financial year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
| F-9 |
Translation of amounts from S$ into US$ has been made at the following exchange rates for the financial years ended May 31, 2026 and 2025:
| May 31, 2026 | May 31, 2025 | |||||||
| Year-end US$:S$ exchange rate | ||||||||
| Average US$:S$ exchange rate | ||||||||
Translation gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
| ● | Cash and Cash Equivalents |
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
| ● | Accounts Receivable, net |
Accounts receivable include trade accounts due from customers related to the sale of products.
Accounts receivable are recorded at the invoiced amount and do not bear interest. The contractual payment terms for accounts receivable from customers generally range from 30 – 60 days from the date of invoice. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. The Company considers the aging of receivables, historical collection patterns, changes in payment trends and other relevant factors when estimating expected credit losses. Accounts receivable are presented net of an allowance for expected credit losses. The allowance represents management’s estimate of expected credit losses over the contractual life of the accounts receivable. Recoveries of allowance for expected credit losses are recognized when received. The allowance for expected credit losses is reassessed at each reporting date.
The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.
| ● | Inventories |
Inventories consist of used metal drums, plastic containers, reconditioned drums and certain operating supplies, which are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
| ● | Property and Equipment, net |
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| Expected useful life | ||
| Factory and office equipment | ||
| Factory improvement | ||
| Leasehold factory premises | ||
| Furniture and fittings | ||
| Machinery and equipment | ||
| Motor vehicles and forklifts | ||
| Renovation | ||
| Leasehold land |
| F-10 |
Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the Results of operations.
| ● | Impairment of Long-Lived Assets |
In accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
| ● | Revenue Recognition |
The Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC 606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes 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.
| Step 1: | Identify the contract(s) with a customer. | |
| Step 2: | Identify the performance obligations in the contract. | |
| Step 3: | Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer. | |
| Step 4: | Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract. | |
| Step 5: | Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer). |
Majority of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:
Product sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally met when the products are:
| ● | Invoiced. | |
| ● | Shipped from the Company’s facilities or warehouse (“Ex-works”, which is the Company’s standard shipping term). |
| F-11 |
For these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from, the products at the time the products are shipped.
The
Company records its revenues on product sales, net of good & service taxes (“GST”) upon the services are rendered and
the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority
of the products at the rate of
Amounts received as prepayment on future products are recorded as customer deposit and recognized as revenue when the product is shipped.
| ● | Sales and Marketing |
Sales
and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,
and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense
was approximately $
| ● | Government Grant |
A
government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions
attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions
attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued
expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s
expectation of when the conditions attached to the grant can be fulfilled. For the financial years ended May 31, 2026, 2025 and 2024,
the Company received government subsidies of approximately $
| ● | Comprehensive Income (Loss) |
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
| ● | Income Taxes |
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the financial years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
| F-12 |
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For the financial years ended May 31, 2026, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions. As of May 31, 2026 and 2025, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| ● | Leases |
Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The accounting update also requires that for finance leases, a lessee recognize Interest expense on the lease liability, separately from the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
| ● | Retirement Plan Costs |
Contributions
to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements
of operations as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated
multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute
a specified percentage of the participants’ relevant income based on their ages and wages level. During the financial years ended
May 31, 2026, 2025 and 2024, approximately $
| ● | Segment Reporting |
FASB
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. For the financial years ended May 31,
2026, 2025 and 2024, the Company has
The Company’s main operating entity operates as a single reportable segment: Sales of containers and recycled materials. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM reviews financial information and allocates resources on an aggregate basis, evaluating the performance of the business as a whole.
The Company’s operations consist entirely of collection, reconditioning, refurbishment and sale of containers and recycled materials. The products are primarily metal drums and plastic containers used across the chemical and petroleum industries. The CODM regularly reviews disaggregated financial information, focusing on variable costs, logistic overhead and environmental compliance expenses directly associated with the reconditioning machineries.
| Financial Years Ended May 31, | ||||||||
| 2025 | 2026 | |||||||
| $’000 | $’000 | |||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Selling and distribution | ( | ) | ( | ) | ||||
| General and administrative before salaries and related costs | ( | ) | ( | ) | ||||
| Revenue of new containers | ( | ) | ( | ) | ||||
| Segment operating (loss) income | ( | ) | ||||||
| ● | Related Parties |
The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
| F-13 |
Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosure of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| ● | Commitments and Contingencies |
The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be 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, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
| ● | Concentration of Credit Risk |
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents, accounts receivable. Cash equivalents are
maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The
Singapore Deposit Protection Board pays compensation up to a limit of S$
For accounts receivable, the Company determines, on a continuing basis, the allowance for expected credit loss is based on the estimated realizable value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected to be affected similarly by changes in economic conditions.
| F-14 |
| ● | Exchange Rate Risk |
The reporting currency of the Company is US$. To date the majority of the revenues and costs are denominated in S$ and a significant portion of the assets and liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and S$. If S$ depreciates against US$, the value of S$ revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial instruments that expose to substantial market risk.
| ● | Liquidity Risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
| ● | Fair Value Measurement |
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; | |
| ● | Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and | |
| ● | Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The carrying value of the Company’s financial instruments: cash and cash equivalents, accounts receivable, amount due to related parties, accounts payable, income tax payable, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of notes payable approximates the carrying amount.
Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
| ● | Recently Issued Accounting Pronouncements |
In April 2026, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments provide guidance on the initial measurement of paid-in-kind dividends on equity-classified preferred stock. The amendments are effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
| F-15 |
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818). The amendments establish recognition, measurement, presentation and disclosure requirements for environmental credits and related obligations and are intended to improve consistency and comparability in financial reporting. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, including interim reporting periods within those annual periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures.
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments enhance the transparency and decision usefulness of income tax disclosures, primarily by requiring additional disaggregation of the income tax rate reconciliation and income taxes paid by jurisdiction. Adoption of this standard has not affected the presentation and disclosure of income tax information and has not had a material impact on the Company’s consolidated financial position, results of operations or cash flows.
NOTE 3 －DISAGGREGATION OF REVENUE
The following tables present the Company’s revenue disaggregated by business segment and geography, based on management’s assessment of available data:
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Sales at a single point in time | ||||||||||||
| Sales of containers and recycled materials | ||||||||||||
| Services | ||||||||||||
| Sales over time | ||||||||||||
| Rental | ||||||||||||
In accordance with ASC 280, Segment Reporting (“ASC 280”), we have one reportable geographic segment. Sales are based on the countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following table:
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Singapore | ||||||||||||
| Indonesia | ||||||||||||
| Malaysia and other countries | ||||||||||||
| F-16 |
NOTE 4 － ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| Accounts receivable – third parties | ||||||||
| Less: allowance for expected credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
Movements in the allowance for expected credit loss are as follows:
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| Opening balance | ||||||||
| Allowance for the expected credit loss | ||||||||
| Reversal of the allowance for the expected credit loss | ( | ) | ( | ) | ||||
| Effect of exchange rate | ||||||||
| Closing balance | ||||||||
For the financial years ended May 31, 2026 and 2025, the Company has made an allowance for expected credit loss and charged to the consolidated statements of operations. The Company has not experienced any significant bad debt write-offs of accounts receivable in the past.
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and the allowance for expected credit loss, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
During the financial years ended May 31, 2026 and 2025, other than the loss allowance provision indicated in the table above, no impairment loss was provided for amounts that were past due.
NOTE 5 － INVENTORIES
The Company’s inventories were as follows:-
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| Used metal drums, plastic containers and finished goods | ||||||||
| F-17 |
NOTE 6 － PROPERTY AND EQUIPMENT, NET
Property and equipment consisted of the following:
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| At cost: | ||||||||
| Factory and office equipment | ||||||||
| Factory improvement | ||||||||
| Leasehold factory premises | ||||||||
| Furniture & fittings | ||||||||
| Machinery and equipment | ||||||||
| Motor vehicles and forklifts | ||||||||
| Renovation | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Less: provision for impairment | ( | ) | ||||||
| Property and equipment, net | ||||||||
Depreciation
expense for the financial years ended May 31, 2026 and 2025 was approximately $
Provision
for impairment of property and equipment as of May 31, 2026 and 2025 was and approximately $
NOTE 7 － BANK BORROWINGS
Bank borrowings consisted of the following:
| Term of | Annual | As of May 31, | ||||||||||||
| repayments | interest rate | 2026 | 2025 | |||||||||||
| $’000 | $’000 | |||||||||||||
| Term loans | Within | % | ||||||||||||
| Representing :- | ||||||||||||||
| Within 12 months | ||||||||||||||
As
of May 31, 2025, all bank borrowings were obtained from a financial institution in Singapore, bore annual interest at a fixed rate of
The Company’s bank borrowings were guaranteed by the personal guarantee of Mr. Lim CP and by the corporate guarantee of E U Holdings.
| F-18 |
NOTE 8 － RIGHT-OF-USE ASSET
Effective from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| At cost: | ||||||||
| Leasehold land | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Right-of-use asset, net | ||||||||
Right-of-use
asset under operating leasing arrangements classified under leasehold land as of May 31, 2026 and 2025 amounted to approximately $
Operating leases are included in the right-of-use lease assets, other current liabilities and long-term lease liability on the Consolidated Balance Sheets. Right-of-use asset and lease liability are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term.
The
Company adopts
The table below presents the right-of-use assets and lease liability recorded on the balance sheets.
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| Assets | ||||||||
| Operating lease, right-of-use asset, net | ||||||||
| Total right-of-use asset | ||||||||
| Liabilities | ||||||||
| Current: | ||||||||
| Operating lease liabilities | ||||||||
| Non-current: | ||||||||
| Operating lease liabilities | ||||||||
| Total lease liabilities | ||||||||
As
of May 31, 2026 and 2025, right-of-use asset was approximately $
| F-19 |
The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. The following tables summarize the short term lease expense for the financial years.
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Short-term lease expense (other than ASC 842) | ||||||||||||
Components of Lease Expense
We recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.
Future Contractual Lease Payments for the Financial Year Ended May 31, 2026
The table below summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present value of future lease payments for the next two financial years ending May 31:
| Financial Years Ending May 31, | Operating lease amount | |||
| $’000 | ||||
| 2027 | ||||
| 2028 | ||||
| Less: interest | ( | ) | ||
| Present value of lease liabilities | ||||
| Representing: | ||||
| Current liabilities | ||||
| Non-current liabilities | ||||
NOTE 9 － SHAREHOLDERS’ EQUITY
Ordinary Shares
The
Company was established under the laws of Cayman Islands on October 11, 2022 with authorized share capital of $
On
August 28, 2024, the Company completed its initial public offering of new ordinary shares at a public offering price of $
per share (the “Offering”). Total gross proceeds was approximately $
On
June 29, 2026, the Company’s shareholders passed resolutions to effect a
| F-20 |
The Company is authorized to issue one class of ordinary shares.
The holders of the Company’s ordinary shares are entitled to the following rights:
Voting
Rights:
Dividend Right: Subject to limitations under Cayman law and preferences that may apply to any shares of preferred stock that the Company may decide to issue in the future, holders of the Company’s ordinary shares are entitled to receive ratably such dividends or other distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.
Liquidation Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary shares are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of the Company, subject to the prior rights of the holders of the Company’s preferred stock.
Other Matters: The holders of the Company’s ordinary shares have no subscription, redemption or conversion privileges. The Company’s ordinary shares do not entitle the holders to preemptive rights. All of the Company’s outstanding ordinary shares are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s ordinary shares are subject to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
Share
Repurchase Program: On April 9, 2025, the Board of Directors approved a share repurchase program (the “Share Repurchase Program”)
pursuant to which the Company may repurchase up to $
NOTE 10 － INCOME TAXES
The provision for income taxes consisted of the following:
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Income tax current year | ||||||||||||
| Income tax prior year | ||||||||||||
| Income tax refund | ( | ) | ||||||||||
| Income tax expense (refund) | ( | ) | ||||||||||
The effective tax rate in the financial years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company’s subsidiaries mainly operate in Singapore and are subject to taxes in the jurisdictions in which they operate, as follows:
| F-21 |
Cayman Islands
The Company is considered to be an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||||||
| Statutory income tax rate | % | % | % | |||||||||
| Income tax expense at statutory rate | ||||||||||||
| Income tax expense | ||||||||||||
BVI
JBDI is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.
Singapore
Jurong
Barrels and JBD Systems are operating in Singapore and are subject to the Singapore tax law at the corporate tax rate at
The reconciliation of the income tax rate to the effective income tax rate based on income before income taxes for the financial years ended May 31, 2026, 2025 and 2024 are as follows:
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Income (Loss) before income taxes | ( | ) | ( | ) | ||||||||
| Statutory income tax rate | % | % | % | |||||||||
| Income tax expense (refund) at statutory rate | ( | ) | ( | ) | ||||||||
| Tax effect of non-taxable income | ( | ) | ( | ) | ||||||||
| Tax effect of non-deductible items | ||||||||||||
| Under provision in previous financial year | ||||||||||||
| Deferred tax assets not recognized | ( | ) | ||||||||||
| Utilization of capital allowances | ( | ) | ( | ) | ||||||||
| Others | ( | ) | ( | ) | ||||||||
| Income tax expense (refund) | ( | ) | ||||||||||
| F-22 |
Deferred income tax assets
Deferred
income tax assets are recognized for tax losses and capital allowances carried forward to the extent that realization of the related
tax benefits through future taxable profits is probable. The Company has unrecognized tax losses of approximately S$
Uncertain tax positions
The
Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measure the unrecognized benefits associated with the tax positions. As of May 31, 2026 and 2025, the Company did
NOTE 11 － RELATED PARTY BALANCES AND TRANSACTIONS
Amounts due to related parties consisted of the following:
| As of May 31, | ||||||||
| 2026 | 2025 | |||||||
| $’000 | $’000 | |||||||
| Due to related parties* | ||||||||
| - Inneova Engineering Pte Ltd(1) | ||||||||
| - KDS Steel Pte. Ltd(2) | ||||||||
| (1) | |
| (2) |
| * |
In the ordinary course of business, during the financial years ended May 31, 2026, 2025 and 2024, the Company was involved in certain transactions, both at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions with these parties for the financial years as presented (for the portion of such period that they were considered related):
| For the Financial Years Ended May 31, | ||||||||||||
| 2026 | 2025 | 2024 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Nature of transactions | ||||||||||||
| KDS Steel Pte Ltd(1) | ||||||||||||
| - Logistics services | ||||||||||||
| - Utilities | ||||||||||||
| E U Holdings Pte. Ltd.(2) | ||||||||||||
| - Management fees | ||||||||||||
| - Professional fees | ||||||||||||
| INNEOVA Industrial Pte Ltd(3) | ||||||||||||
| - Sales | ||||||||||||
| - Upkeep of machinery | * | |||||||||||
| - Upkeep of motor vehicles | * | |||||||||||
| * |
These related parties are controlled by the common shareholders of the Company.
| (1) | |
| (2) | |
| (3) |
Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the financial years presented.
| F-23 |
NOTE 12 － CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
| (a) | Major customers |
For
the financial year ended May 31, 2026, there was one single customer who accounted approximately for
For
the financial year ended May 31, 2025, there was one single customer who accounted approximately for
For
the financial year ended May 31, 2024, there was one single customer who accounted approximately for
| (a) | Major vendors |
For
the financial year ended May 31, 2026, one vendor (Vendor A) accounted for approximately
| 2026 | 2025 | 2024 | ||||||||||||||||||||||
| Percentage of purchases | Accounts payable | Percentage of purchases | Accounts payable | Percentage of purchases | Accounts payable | |||||||||||||||||||
| % | $’000 | % | $’000 | % | $’000 | |||||||||||||||||||
| Vendor A | ||||||||||||||||||||||||
| Vendor B | ||||||||||||||||||||||||
| Vendor C | ||||||||||||||||||||||||
| (b) | Credit risk |
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents and accounts receivable. Cash equivalents
are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management.
The Singapore Deposit Protection Board pays compensation up to a limit of S$
| F-24 |
For accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up the allowance for expected credit loss based on the estimated realizable value.
The Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its counterparties’ financial condition and generally does not require collateral. The Company also considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting year.
The Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial asset is unlikely to be received, which could include default of contractual payments due for more than 90 days, default of interest due for more than 365 days, or significant difficulty faced by the counterparty.
To minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to the degree of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking information which includes the following indicators:
| ● | Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the debtor’s ability to meet its obligations | |
| ● | Internal credit rating | |
| ● | External credit rating and when necessary |
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment.
For
the financial year ended May 31, 2026, there was approximately $
For
the financial year ended May 31, 2025, there was approximately $
For
the financial year ended May 31, 2024, there was approximately $
| (c) | Interest rate risk |
As the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent of changes in market interest rates.
The Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest rates. For the financial year ended May 31, 2025 the borrowings were at fixed interest rates. There were no bank borrowings for the financial year ended May 31, 2026.
| (d) | Economic and political risk |
The Company’s major operations are conducted in Singapore. Accordingly, the political, economic, and legal environments in Singapore, as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results of operations.
| F-25 |
| (e) | Exchange rate risk |
The Company cannot guarantee that the current exchange rate will remain steady. Therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| (f) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
NOTE 13 － COMMITMENTS AND CONTINGENCIES
For
the financial years ended May 31, 2025 and 2024, the Company is not party to any significant legal proceedings in Singapore. We are not
aware of any legal proceedings to which we are a party outside of Singapore. Other than being named as a defendant in, and possibly being
required to indemnify the underwriter of the Company’s initial public offering with respect to, a civil class action complaint
before the Supreme Court of the State of New York, New York County (Patrick Shane Johnson, et al. v. Syla Technologies Co., Ltd., et
al. (New York County Sup. Ct. Index No. 153671/2026), neither JBDI nor any of its affiliates is involved in any litigation, and there
are no pending or threatened litigation, claims or assessments (excluding unasserted claims and assessments) involving amounts exceeding
US$
For the financial years ended May 31, 2026, 2025 and 2024, the Company has no material commitments or contingencies.
NOTE 14－ SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred after May 31, 2026, up through the date the Company issued the audited consolidated financial statements. During the year, the Company did not have any material subsequent events other than that disclosed below.
On
June 29, 2026, the Company effected a
Ordinary Shares and per share data are presented on a retroactive basis to reflect the ordinary shares issuance and share split.
| F-26 |
ITEM 19. EXHIBITS
EXHIBIT INDEX
* Filed herewith
| 98 |
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
| Date: September 2, 2026 | /s/ Lim Chwee Poh | |
| Mr. Lim Chwee Poh | ||
| Executive Director and Principal Executive Officer | ||
| Date: September 2, 2026 | /s/ Liang Zhao Rong | |
| Mr. Liang Zhao Rong | ||
| Executive Director and Principal Financial and Accounting Officer | ||
| Date: September 2, 2026 | /s/ Han Yee Yen | |
| Mr. Han Yee Yen | ||
| Independent Director | ||
| Date: September 2, 2026 | /s/Ng Siew Cher | |
| Ms. Ng Siew Cher | ||
| Independent Director | ||
| Date: September 2, 2026 | /s/ Lim Geok Peng | |
| Mr. Lim Geok Peng | ||
| Independent Director |
| 99 |
Exhibit 12.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lim Chwee Poh, certify that:
1. I have reviewed this annual report on Form 20-F of JBDI Holdings Limited (the “Company”);
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluations; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent function):
a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
| Date: September 2, 2026 | /s/ Lim Chwee Poh |
| Lim Chwee Poh, Chief Executive Officer |
Exhibit 12.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Liang Zhao Rong, certify that:
1. I have reviewed this annual report on Form 20-F of JBDI Holdings Limited (the “Company”);
2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluations; and
d. Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent function):
a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.
| Date: September 2, 2026 | /s/ Liang Zhao Rong |
| Liang Zhao Rong, Chief Financial Officer |
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of JBDI Holdings Limited, a Cayman Islands company (the “Corporation”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended May 31, 2026 (the “Form 20-F”) of the Corporation fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| Date: September 2, 2026 | /s/ Lim Chwee Poh |
| Lim Chwee Poh, Chief Executive Officer |
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of JBDI Holdings Limited, a Cayman Islands company (the “Corporation”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended May 31, 2026 (the “Form 20-F”) of the Corporation fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| Date: September 2, 2026 | /s/ Liang Zhao Rong |
| Liang Zhao Rong, Chief Financial Officer |
Exhibit 15.1
September 2, 2026
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | JBDI Holdings Limited |
| CIK Number: 0001964314 |
Dear Commissioners:
We have read the Item 16F of JBDI Holdings Limited’s Form 20-F dated September 2, 2026 and are in agreement with the statements contained therein as it pertains to our firm; we are not in a position to agree or disagree with other statements of Registrant contained therein.
| Very truly yours, | |
 |
|
| /s/ YCM CPA INC. | |
| Irvine, California |