6-K
Rectitude Holdings Ltd. (RECT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2024
Commission File Number: 001-42133
Rectitude Holdings Ltd
35 Tampines Industrial Avenue 5T5@TampinesSingapore 528627+65 6749 6647
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
On July 29, 2024, the Company issued a press release announcing its financial results ended March 31, 2024. Copies of the press release and the Company’s earning presentation for the fiscal year ended March 31, 2024 are filed as Exhibit 99.1 and 99.2 to this Form 6-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Rectitude Holdings Ltd | ||
|---|---|---|
| Date: July 29, 2024 | By: | /s/ Jian Zhang |
| Name: | Jian Zhang | |
| Title: | Chairman of the Board of Directors and<br><br>Chief Executive Officer |
2
Exhibit 99.1
Rectitude Holdings Ltd Announces Fiscal Year endedMarch 31, 2024 Full Year Financial Results
SINGAPORE, July 29, 2024 – Rectitude Holdings Ltd (the “Company” or “Rectitude”), a Singapore-based provider of safety equipment and related industrial-grade hardware products, today announced its financial results for the full year ended March 31, 2024.
Fiscal Year ended March 31, 2024 Full Year Highlights(amounts in US$ unless otherwise noted):
| ● | Revenues<br> for the fiscal year ended March 31, 2024, in Singapore Dollars, increased 9.86%. |
|---|---|
| ● | Gross<br> profit margin improved to 35.57% of revenues, up 332 basis points. |
| --- | --- |
| ● | Selling<br> and marketing expenses in Singapore Dollars, increased S$1.32 million. |
| --- | --- |
| ● | Research<br> and development expenses in Singapore Dollars decreased S$0.01 million. |
| --- | --- |
| ● | General<br> and administrative expenses in Singapore Dollars, increased S$1.88 million. |
| --- | --- |
| ● | Net<br> income was $2.49 million, or $0.20 per diluted share, for the fiscal ended March 31, 2024.<br> In Singapore Dollars, net income was S$3.36 million, or S$0.27 per diluted share, for the<br> fiscal ended March 31, 2024, compared to net income of S$3.93 million, or S$0.31 per diluted<br> share, for the fiscal year ended March 31, 2023. |
| --- | --- |
| ● | Adjusted<br> EBITDA for the fiscal year ended March 31, 2024, was $4.73 million. In Singapore Dollars,<br> Adjusted EBITDA increased to S$6.37, from S$6.15 million in the prior year period. |
| --- | --- |
“We are incredibly proud of the hard work and dedication shown from all of our employees that resulted in a year of solid performance and growth, culminating in our successful IPO and listing on Nasdaq,” said Mr. Jian Zhang, Chairman, Chief Executive Officer, and Executive Director at Rectitude. “The capital we raised through this process will be invested back into the Company to cultivate and foster long-term sustainable growth, enhanced operational efficiencies and continued exemplary service to our customers. We have already demonstrated this through our new branch opened earlier this calendar year, designed to increase our strategic presence across Singapore. We will continue to evaluate new opportunities as they present themselves to continue our growth and deliver enhanced shareholder value.”
Revenues
For the fiscal year ended March 31, 2024, total revenues were $30.69 million. In Singapore Dollars, revenues were S$41.35 million and S$37.64 for the respective fiscal years ended March 31, 2024 and 2023. The increase was primarily driven by stronger customer demand for safety equipment given the increased construction activity within the Company’s markets.
Cost of Revenues
For the fiscal year ended March 31, 2024, cost of revenues was $19.77 million. In Singapore Dollars, for the fiscal years ended March 31, 2024 and 2023, cost of revenues were S$26.65 million and S$25.50 million, respectively. The increase in cost of revenue was consistent with the increase of revenue during the year, offset due to better procurement costs secured from larger volumes of orders and more favorable product mix, as our safety equipment mainly consist of our own branded products that typically have higher margins.
Gross profit
Gross profit for the fiscal year ended March 31, 2024 was $10.92 million, representing 35.57% of operating revenues. In Singapore Dollars, gross profit for the fiscal years ended March 31, 2024 and 2023 was S$14.71 million and $12.14 million, representing 35.57% and 32.25% of operating revenues, respectively. The increase in gross profit was mainly due to increased sales volume of safety equipment and related operating leverage, favorable product mix, as well as improved efficiencies.
Selling and marketing expenses
Selling and marketing expenses primarily included expenses related to advertising and marketing activities and associated costs of our retail branches, which included labor costs, sales commissions and operating lease expenses. For the fiscal year ended March 31, 2024, selling and marketing expenses were $2.54 million. In Singapore Dollars, for the fiscal years ended March 31, 2024 and 2023, selling and marketing expenses were S$3.42 million and S$2.10 million respectively. The increase was primarily due to an increase in the allocation of resources to running and expanding retail branches along with an increase in the number of branch employees from 30 to 36, which is expected to continue in the next year.
Research and development expenses
Research and development expenses primarily consisted of compensation cost to engineering, design and product development employees and software expenses. For the fiscal year ended March 31, 2024, research and development expenses were $0.05 million. In Singapore Dollars, for the fiscal years ended March 31, 2024 and 2023, research and development expenses were S$0.07 million and S$0.08 million respectively. The decrease was primarily due to a reduction in software expenses.
General and administrative expenses
General and administrative expenses consisted primarily of motor vehicle running expenses, transportation, property maintenance and property tax, allowance for expected credit losses and general administrative expenses such as staff costs, depreciation, legal and professional fees and other miscellaneous administrative expenses. For the fiscal year ended March 31, 2024, general and administrative expenses were $5.23 million. In Singapore Dollars, for the fiscal years ended March 31, 2024 and 2023, general and administrative expenses were S$7.04 million and S$5.17 million respectively. The increase was mainly due to an increase in staff expenses resulting from increased number of employees from 68 to 71, annual salary increment adjustments, an increase in professional fees related to the IPO as well as expenses to support business growth.
Net Income
As a result of the factors described above, net income for the fiscal year ended March 31, 2024 was approximately $2.49 million. In Singapore Dollars, net income for the fiscal years ended March 31, 2024 was approximately S$3.36 million, compared to net income of S$3.93 million, for the fiscal year ended March 31, 2023.
Earnings per Share - Basic and Diluted
Earnings per basic and diluted share for the fiscal year ended March 31, 2024 was $0.20. In Singapore Dollars, earnings per basic and diluted share for the fiscal year ended March 31, 2024 was S$0.27, compared to S$0.31 for the same period of 2023.
Adjusted EBITDA
The Company also views earnings before interest, taxes, depreciation and amortization, subject to specific adjustments (Adjusted EBITDA) as an important measure of the results of operations. For the fiscal year ended March 31, 2024, Adjusted EBITDA was $4.73 million. In Singapore dollars, Adjusted EBITDA increased to S$6.37 million, from S$6.15 million during the same period. The increase was primarily due to exclusion of certain non-recurring items, such as professional fees incurred in relation to the IPO (referred to as “non-GAAP adjustments”), from the Company’s most directly comparable reported U.S. GAAP figures.
2
The Company believes these non-GAAP adjustments provide meaningful information to assist investors in understanding financial results and assessing prospects for future performance as they provide a better baseline for analyzing the ongoing performance of its business by excluding items that may not be indicative of core operating result.
Outlook
Contemplating the Company’s Outlook for Fiscal Year 2025, Mr. Zhang commented, “We look forward to another auspicious year of growth and strong operating performance for Rectitude. Upon completing our IPO, we have raised sufficient capital to fund our growth and begin executing our long-term strategic plan. We will continue to invest in expanding our branches and developing new product offerings to meet the enhanced demand for worker safety within the Southeast Asian markets we serve. We maintain our focus on the core principles that have guided our Company for more than 25 years as we drive our performance to new heights.”
About Rectitude Holdings Ltd
Founded in 1997 in Singapore, Rectitude is principally involved in the provision of safety equipment, encompassing essential items such as personal protective clothing, gloves, safety footwear, personal fall arrest systems, portable fire extinguishers and traffic products. The Company also offers auxiliary products such as industrial hardware tools and electrical hardware required for construction sites. Rectitude’s products and solutions are marketed to a wide array of distributor networks and end markets, both in Singapore and increasingly throughout the Southeast Asian region, including Brunei, Cambodia, Malaysia, Indonesia, and Vietnam.
For more information, please visit the Company’s website: https://ir.rectitude.com.sg
Forward-Looking Statements
Certain statements in this announcement are forward-lookingstatements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known and unknownrisks and uncertainties and are based on the Company’s current expectations and projections about future events that the Companybelieves may affect its financial condition, results of operations, business strategy and financial needs, including the expectation thatthe Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as “approximates,”“believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,”“intends,” “plans,” “will,” “would,” “should,” “could,” “may”or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflectsubsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believesthat the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turnout to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encouragesinvestors to review other factors that may affect its future results in the Company's registration statement and other filings with theU.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
Rectitude
Investor Relations
Email: ir@rectitude.com.sg
Jackson Lin
Lambert Global
Phone: +1 (646) 717-4593
Email: jlin@lambert.com
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RECTITUDE HOLDINGS LTD
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31,
| 2023 | 2024 | 2024 | ||||
|---|---|---|---|---|---|---|
| S | S | US | ||||
| Revenue | ||||||
| Cost of revenue | ) | ) | ) | |||
| Gross profit | ||||||
| Operating expenses | ||||||
| Selling and marketing expenses | ) | ) | ) | |||
| Research and development expenses | ) | ) | ) | |||
| General and administrative expenses | ) | ) | ) | |||
| Total operating expenses | ) | ) | ) | |||
| Income from operations | ||||||
| Other income (expense) | ||||||
| Other income, net | ||||||
| Interest expense | ) | ) | ) | |||
| Total other income, net | ) | ) | ||||
| Income before income tax | ||||||
| Income tax expense | ) | ) | ) | |||
| Net income and comprehensive income | ||||||
| Weighted average number of ordinary shares | ||||||
| Basic and diluted* | ||||||
| Earnings per share | ||||||
| Basic and diluted |
All values are in US Dollars.
4
RECTITUDE HOLDINGS LTD
CONSOLIDATED BALANCE SHEETS
| 2024 | 2024 | |
| S | US | |
| Assets | ||
| Current assets | ||
| Cash and cash equivalents | ||
| Accounts receivable, net | ||
| Inventories, net | ||
| Other receivables | ||
| Advances to related parties | ||
| Deferred initial public offering (“IPO”) costs | ||
| Total current assets | ||
| Non-current assets | ||
| Financial instrument | ||
| Property, plant and equipment, net | ||
| Right-of-use assets – operating leases | ||
| Total non-current assets | ||
| Total assets | ||
| Liabilities and shareholders’ equity | ||
| Current liabilities | ||
| Bank loans, current portion | ||
| Finance lease liabilities, current portion | ||
| Accounts payable | ||
| Operating lease liabilities, current portion | ||
| Other payables | ||
| Amount due to shareholders | ||
| Amount due to a director | ||
| Provision for income taxes | ||
| Dividend payable | ||
| Total current liabilities | ||
| Non-current liabilities: | ||
| Bank loans, non-current portion | ||
| Finance lease liabilities, non-current portion | ||
| Operating lease liabilities, non-current portion | ||
| Deferred tax liabilities | ||
| Total non-current liabilities | ||
| Total liabilities | ||
| Commitments and contingencies (Note 19) | ||
| Shareholders’ equity | ||
| Ordinary shares, US0.0001 par value, authorized 500,000,000 shares, issued 12,500,000 shares outstanding as of March 31, 2023 and 2024, respectively* | ||
| Additional paid-in capital | ||
| Retained earnings | ||
| Total shareholders’ equity | ||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
5
RECTITUDE HOLDINGS LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31,
| 2023 | 2024 | 2024 | ||||
|---|---|---|---|---|---|---|
| S | S | US | ||||
| Cash flows from operating activities | ||||||
| Net income | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||
| Depreciation of property, plant and equipment | ||||||
| Amortization of right-of-use assets | ||||||
| Operating lease modifications | ) | ) | ) | |||
| Property, plant and equipment write-off | ||||||
| Bad debts write-off | ||||||
| Loss/ (Gain) on disposal of property, plant and equipment | ) | ) | ) | |||
| Allowance for inventories write-down | ||||||
| Provision for allowance for expected credit losses – third parties | ||||||
| Fair value change in financial instrument | ) | ) | ) | |||
| Changes in operating assets and liabilities | ||||||
| Accounts receivable, net | ) | ) | ) | |||
| Other receivables | ) | |||||
| Advances to related parties | ||||||
| Inventories | ) | ) | ) | |||
| Accounts payable | ) | ) | ||||
| Other payables | ) | |||||
| Finance lease liabilities – interest portion of lease payment | ) | ) | ) | |||
| Operating lease liabilities | ) | ) | ) | |||
| Income tax payable | ||||||
| Net cash provided by operating activities | ||||||
| Cash flows from investing activities: | ||||||
| Purchases of property, plant and equipment | ) | ) | ) | |||
| Proceeds from disposal of property, plant and equipment | ||||||
| Net cash used in investing activities | ) | ) | ) | |||
| Cash flows from financing activities: | ||||||
| Advances from / (Repayment to) shareholders, net | ) | ) | ||||
| Dividends paid | ) | ) | ) | |||
| Deferred IPO expenses | ) | ) | ||||
| Repayments of bank loans | ) | ) | ) | |||
| Payments for finance lease liabilities – principal portion | ) | ) | ) | |||
| Net cash used in financing activities | ) | ) | ) | |||
| Net changes in cash and cash equivalents | ||||||
| Cash and cash equivalents at beginning of the year | ||||||
| Cash and cash equivalents at end of the year | ||||||
| Supplement disclosures of cash flow information | ||||||
| Income taxes paid | ) | ) | ) | |||
| Interest paid | ) | ) | ) |
All values are in US Dollars.
6
Exhibit99.2
Earnings Presentation For the year ended March 31, 2024 July 2024 1
Forward - looking Statements This presentation contains forward - looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward - looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward - looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward - looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward - looking statements include, but are not limited to:. our goals and strategies; our future business development, financial condition and results of operations; introduction of new product and service offerings; expected changes in our revenues, costs or expenditures; our expectations regarding the demand for and market acceptance of our products and services; expected growth of our customers, including consolidated account customers; competition in our industry; government policies and regulations relating to our industry; the length and severity of the recent COVID - 19 outbreak and its impact on our business and industry; any recurrence of the COVID - 19 pandemic and scope of related government orders and restrictions and the extent of the impact of the COVID - 19 pandemic on the global economy; other factors that may affect our financial condition, liquidity and results of operations; and other risk factors discussed under “Item 3. Key Information - 3.D. Risk Factors in our annual report for the year ended March 31. 2024 filed on Form 20F with the Securities and Exchange Commission. We base our forward - looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward - looking statements. Accordingly, you should be careful about relying on any forward - looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward - looking statements after the distribution of this presentation, whether as a result of new information, future events, changes in assumptions, or otherwise. 2
Who We Are Rectitude Holdings Ltd. is a Singapore - based provider of safety equipment and other industrial products, selling goods and providing solutions through a wide array of distributor networks and end markets. Our distribution network spans Singapore and is increasing throughout the Southeast Asian region including Brunei, Cambodia, Malaysia, Indonesia and Vietnam. 107 Employees 10 Strategically Located Branches Across Singapore 20+ Years of Operating History 3
Our Products • Personal protective clothing • Hand gloves • Safety footwear • Personal fall arrest systems 1 Essential Safety Equipment Items Portable Fire Extinguishers • Rubber speed humps wheel stops • Wheel chocks Traffic Products • Industrial hardware tools and electrical hardware required for construction sites Auxiliary Products 69% Safety Equipment, Extinguishers, Traffic Products 31% Auxiliary Products SALES FOR THE FISCAL YEAR ENDED MARCH 31, 2024 (1) A system used to arrest an employee in a fall from a walking - working surface, usually consisting of a body harness, anchora ge and connector 4
One - stop provider of an extensive range of products Strategically located branches across Singapore Experienced management team Strong and stable relationships with suppliers and customers • A one - stop provider for all clients’ safety needs by offering convenience and streamlining the procurement process • Provide customized products based on the needs of our customers • Network of suppliers allows for quick turnaround on all customer orders • 8 strategically located branches across Singapore • Fulfil customer product needs quickly and easily on short notice • Prompt and efficient delivery capabilities • A dedicated and experienced management team with a wealth of experience in the safety equipment industry in Singapore • 20+ years of operating history with strong and stable relationships with key suppliers and customers • Great reputation among suppliers and gain prospective customers from referral • A wide customer base from Singapore, Brunei, Cambodia, Indonesia, Malaysia and Vietnam Competitive Strengths 5
37.64 41.35 2023 2024 Revenue (S$) Years Ended March 31, 2023 and 2024 During the years ended March 31, 2024, sale of safety equipment and auxiliary products accounted for approximately 69% and 31% of the total revenue, respectively. Total revenues increased by S$3.71 million, or 9.86%, from S$37.64 million for the year ended March 31, 2023, to S$41.35 million for the year ended March 31, 2024, primarily driven by stronger customer demand for safety equipment given the increased construction activity within the Company’s markets. . Financials - Revenue 6 69% 31% Revenue by sales categories For the Year ended March 31, 2024
Net income for the year decreased by S$0.57 million, or approximately 14.6%, from S$3.93 million for the year ended March 31, 2023, to S$3.36 million for the year ended March 31, 2024. For the years ended March 31, 2023 and 2024, our gross profits were S$12.14 million and S$14.71 million, respectively, and our gross profit margins were approximately 32.25% and 35.57%, respectively. Our gross profit increased by S$2.57 million, primarily due to a more favorable product mix and improved efficiencies. Our gross profit margin improved by approximately 3.32% primarily due to a more favorable product mix and improved efficiencies. Financials – Net Income & Profit 7 3.93 3.36 2023 2024 S$ Million Net income and comprehensive income (S$) For the Years Ended March 31, 2023 and 2024 $12.14 $14.71 32.25% 35.57% 30.0% 31.0% 32.0% 33.0% 34.0% 35.0% 36.0% $8.00 $10.00 $12.00 $14.00 $16.00 2023 2024 S$ Million Gross Profit and Gross Profit Margin For the Years Ended March 31, 2023 and 2024 Gross Profit Gross Profit Margin
Financials - Adjusted EBITDA 8 Adjusted EBITDA increased by S$0.22 million, to S$6.37 million for the year ended March 31, 2024 from S$6.15 million for the year ended March 31, 2023. Adjusted EBITDA margin decreased by 93 bps to 15.4% for the year ended March 31, 2024. The increase in Adjusted EBITDA was driven by an increase in amortization of right - of - use assets and one - time costs related to the Company’s IPO. S$6.15 S$6.37 16.33% 15.40% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% 2023 2024 S$ Million Adjusted EBITDA and Adjusted EBITDA Margin For the Years Ended March, 31 2023 and 2024 Adjusted EBITDA Adjusted EBITDA Margin
Outlook 9 “We look forward to another auspicious year of growth and strong operating performance for Rectitude . Upon completing our IPO, we have raised sufficient capital to fund our growth and begin executing our long - term strategic plan . We will continue to invest in expanding our branches and developing new product offerings to meet the enhanced demand for worker safety within the Southeast Asian markets we serve . We maintain our focus on the core principles that have guided our Company for more than 25 years as we drive our performance to new heights . ” - Mr . Jian Zhang, Chairman, Chief Executive Officer, and Executive Director
10 Rectitude Investor Relations Email: ir@rectitude.com.sg Jackson Lin Lambert Global Phone: +1 (646) 717 - 4593 Email: jlin@lambert.com