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 TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2025
Commission File Number: 001-42133
Rectitude Holdings Ltd
(Translation of registrant’s name into English)
35 Tampines Industrial Avenue 5T5@TampinesSingapore 528627+65 6749 6647
(Address of principal executive office)
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 31, 2025, the Company issued a press release entitled “Rectitude Holdings Ltd Announces Fiscal Year ended March 31, 2025 Full Year Financial Results”. A copy of the press release and the Company’s investor presentation are filed as Exhibit 99.1 and 99.2 to this Form 6-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated July 31, 2025, titled “Rectitude Holdings Ltd Announces Fiscal Year ended March 31, 2025 Full Year Financial Results”. |
| 99.2 | Investor Presentation |
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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 31, 2025 | By: | /s/ Jian Zhang |
| Name: | Jian Zhang | |
| Title: | Chairman of the Board of Directors and<br><br>Chief Executive Officer |
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Exhibit 99.1
Rectitude Holdings Ltd Announces Fiscal Yearended March 31, 2025 Full Year Financial Results
SINGAPORE, July 31, 2025 – 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, 2025.
Fiscal Year ended March 31, 2025 Full YearHighlights (amounts in US$ unless otherwise noted):
| · | Revenues<br>for the fiscal year ended March 31, 2025, in Singapore Dollars, increased 5.91%. |
|---|---|
| · | Gross<br>profit margin decreased to 33.65% of revenues, down 192 basis points. |
| --- | --- |
| · | Selling<br>and marketing expenses in Singapore Dollars, increased S$1.37 million. |
| --- | --- |
| · | Research<br>and development expenses in Singapore Dollars increased S$0.08 million. |
| --- | --- |
| · | General<br>and administrative expenses in Singapore Dollars, increased S$0.50 million. |
| --- | --- |
| · | Net<br>income was $1.66 million, or $0.12 per diluted share, for the fiscal ended March 31, 2025. In Singapore Dollars, net income was S$2.24<br>million, or S$0.16 per diluted share, for the fiscal ended March 31, 2025, compared to net income of S$3.36 million, or S$0.27 per diluted<br>share, for the fiscal year ended March 31, 2024. |
| --- | --- |
| · | Adjusted<br>EBITDA for the fiscal year ended March 31, 2025, was $3.62 million. In Singapore Dollars, Adjusted EBITDA decreased to S$4.87, from S$5.88<br>million in the prior year period. |
| --- | --- |
“Fiscal 2025 was a challenging year from an earnings perspective, but our focus on growing Rectitude’s business for the long term will provide enhanced prospects for returns on the investments we made this year in new product launches in potable power as well as new branches to enhance distribution and customer service,” said Mr. Jian Zhang, Chairman, Chief Executive Officer, and Executive Director at Rectitude. “Our new All-in-one Intelligent Micro-grid System (AIMS) battery storage system provides an innovative, clean energy solution for a variety of locations presenting a solution for consistent energy in remote job sites while also benefiting the environment with lower emissions. We will continue to invest in innovative solutions that provide enhanced solutions to our customers and drive enhanced value to our shareholders.”
Revenues
For the fiscal year ended March 31, 2025, total revenues were $32.57 million. In Singapore Dollars, revenues were S$43.80 million and S$41.35 million for the respective fiscal years ended March 31, 2025 and 2024. The increase was primarily driven by increased customer demand for safety equipment with higher construction activity within the Company’s markets.
Cost of Revenues
For the fiscal year ended March 31, 2025, cost of revenues was $21.61 million. In Singapore Dollars, for the fiscal years ended March 31, 2025 and 2024, cost of revenues were S$29.06 million and S$26.65 million, respectively. The increase in cost of revenue was driven by the increase of revenue during the year, as well as a mixed shift toward higher-cost products and the commercial launch of the AIMS system.
Gross profit
Gross profit for the fiscal year ended March 31, 2025 was $10.94 million, representing 33.65% of operating revenues. In Singapore Dollars, gross profit for the fiscal years ended March 31, 2025 and 2024 was S$14.74 million and $14.71 million, representing 33.65% and 35.57% of operating revenues, respectively. The slight increase in gross profit was mainly due to increased sales volume, while the decrease in gross profit margin was due to an unfavorable shift in product mix, freight costs, and the commercial launch of AIMS.
Selling and marketing expenses
Selling and marketing expenses primarily included expenses related to advertising and marketing activities, and costs associated with our retail branches, which included labor costs, sales commissions and operating lease expenses. For the fiscal year ended March 31, 2025, selling and marketing expenses were $3.57 million. In Singapore Dollars, for the fiscal years ended March 31, 2025 and 2024, selling and marketing expenses were S$4.80 million and S$3.42 million respectively. This increase was primarily due to rising costs associated with expanding retail branches including an increase in the number of branch employees, which is expected to continue in the next year.
Research and development expenses
Research and development expenses primarily consisted of compensation costs to engineering, design and product development employees and software expenses. For the fiscal year ended March 31, 2025, research and development expenses were approximately $117,000. In Singapore Dollars, for the fiscal years ended March 31, 2025 and 2024, research and development expenses were approximately S$157,000 and S$76,000 respectively. The increase was primarily due to costs associated with the development and launch of the AIMS portable power system as well as continued investment in the integration of virtual reality technology into our safety training systems.
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, 2025, general and administrative expenses were $5.61 million. In Singapore Dollars, for the fiscal years ended March 31, 2025 and 2024, general and administrative expenses were S$7.55 million and S$7.04 million respectively. The increase was mainly due to mainly due to an increase in provision for allowance for expected credit losses to third parties as well as other increased administrative expenses to support business growth.
Net Income
As a result of the factors described above, net income for the fiscal year ended March 31, 2025 was approximately $1.66 million. In Singapore Dollars, net income for the fiscal years ended March 31, 2025 was approximately S$2.24 million, compared to net income of S$3.36 million, for the fiscal year ended March 31, 2024.
Earnings per Share - Basic and Diluted
Earnings per basic and diluted share for the fiscal year ended March 31, 2025 was $0.12. In Singapore Dollars, earnings per basic and diluted share for the fiscal year ended March 31, 2025 was S$0.16, compared to S$0.27 for the same period of 2024.
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, 2025, Adjusted EBITDA was $3.39 million. In Singapore dollars, Adjusted EBITDA decreased to S$4. million, from S$5.88 million during the same period. The decrease was primarily driven by compliance costs and professional fees incurred related to the Company’s listing on NASDAQ.
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.
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Outlook
Contemplating the Company’s Outlook for Fiscal Year 2026, Mr. Zhang commented, “We look forward to another exceptional year of growth and strong operating performance for Rectitude. In the last 12 months, we have delivered on our clearly articulated strategy, extending beyond our core business to capture value across the safety equipment supply chain. We have successfully launched our AIMS system to support our customers’ power needs in remote construction sites, which allow them to transition to a low-carbon and environmentally sustainable methods.
”We have the financial strength to provide a central business platform for first-generation owners of traditional businesses, who may be retiring without succession plans, to collaborate and use our business networks, resources and proprietary brands to expand their own businesses. This renders these business partners competitive in the evolving market landscape, while bringing synergy and more growth for Rectitude within the Southeast Asian markets.
“Most importantly, we maintain our focus on the core principles that have guided our Company for more than 26 years as we drive our performance to new heights,” Mr. Zhang concluded..”
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 areforward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve knownand unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events thatthe Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectationthat the 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-lookingstatements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure youthat such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially fromthe anticipated results and encourages investors to review other factors that may affect its future results in the Company's registrationstatement and other filings with the U.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 BALANCE SHEETS
| 2025 | 2025 | |||
| 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 | ||||
| Loan receivables | ||||
| 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 | ||||
| Provision for income taxes | ||||
| 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 | ||||
| Shareholders’ equity | ||||
| Ordinary shares, US0.0001 par value, authorized 500,000,000 shares, issued 12,500,000 and 14,500,000 shares outstanding as of March 31, 2024 and March 31, 2025, respectively* | ||||
| Additional paid-in capital | ||||
| Retained earnings | ||||
| Accumulated other comprehensive losses | ) | ) | ||
| Total shareholders’ equity | ||||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
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RECTITUDE HOLDINGS LTDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
| For the Years ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2025 | |||||
| S | 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/(expense), net | ) | |||||||
| Income before income tax | ||||||||
| Income tax expense | ) | ) | ) | ) | ||||
| Net income | ||||||||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustments | ) | ) | ||||||
| Comprehensive income | ||||||||
| Weighted average number of ordinary shares | ||||||||
| Basic and diluted* | ||||||||
| Earnings per share | ||||||||
| Basic and diluted |
All values are in US Dollars.
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RECTITUDE HOLDINGS LTDCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Additional | Accumulated other | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|
| paid-in | Retained | comprehensive | shareholders’ | ||||||
| Amount | capital | earnings | income | equity | |||||
| S | S | S | S | S | |||||
| Balance as at April 1, 2022* | 12,500,000 | ||||||||
| Net income | — | ||||||||
| Dividends distribution | — | ) | ) | ||||||
| Balance as at March 31, 2023 | 12,500,000 | ||||||||
| Net income | — | ||||||||
| Balance as at March 31, 2024 | 12,500,000 | ||||||||
| Issuance of ordinary shares | 2,000,000 | ||||||||
| Net income | — | ||||||||
| Foreign currency translation adjustments | — | ) | ) | ||||||
| Balance as at March 31, 2025 | 14,500,000 | ) | |||||||
| Balance as at March 31, 2025 (US) | ) |
All values are in US Dollars.
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RECTITUDE HOLDINGS LTDCONSOLIDATED STATEMENTS OF CASH FLOWS
| Years ended March 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2024 | 2025 | 2025 | |||||
| S | 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 | ||||||||
| 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 | ||||||||
| Disbursement of loan to third parties | ) | ) | ||||||
| Repayment of loan from third parties | ||||||||
| Net cash used in investing activities | ) | ) | ) | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from common shares issued for cash | ||||||||
| 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)/ provided by 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.
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Exhibit99.2
Earnings Presentation 1 For the year ended March 31, 2025
Forward - looking Statements This presentation contains forward - looking statements. All statements contained in this presentation other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward - looking statements. These forward - looking statements relate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from those expressed or implied by these statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward - looking statements. In addition, from time to time, we or our representatives may make forward - looking statements orally or in writing. We have based these forward - looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short - term and long - term business operations and objectives, and financial needs. These forward - looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section of the Company’s preliminary prospectus filed on Form F - 1. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward - looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in the preliminary prospectus filed on form F - 1 may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward - looking statements. In evaluating these forward - looking statements, you should consider various factors, including: our ability to change the direction of the Company; our ability to keep pace with new technology and changing market needs; and the competitive environment of our business. These and other factors may cause our actual results to differ materially from any forward - looking statement. Forward - looking statements are only predictions. Thus, you should not rely upon forward - looking statements as predictions of future events. The events and circumstances reflected in the forward - looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward - looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward - looking statements after the date of the Presentation or to conform these statements to actual results or revised expectations. 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. 3 111 13 20+ 7 Employees Branches Across Singapore Years of Operating History Strategic Brands
Our Products – Personal Protective Equipment (PPE) (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 Personal protective equipment (PPE) is one of our top three product categories. This includes items such as protective clothing, gloves, safety footwear, and fall arrest systems 1 . Our PPE offerings are marketed under several trusted brands, including D&D, SkyHawk , Osprey, and HORNET.
Our Products – Portable Fire Extinguishers Portable fire extinguishers are another one of our top three product categories. Our portable fire extinguisher offerings are marketed under one of our trusted brands, STRIKER. 5
Our Products – Traffic Products Traffic Products are the last of our top three product categories. Our traffic products offerings are marketed under our brands, including Super Sun and DADE. 6
All - in - One Intelligent Micro - grid System (AIMS) On February 19, 2025, the Company announced the successful delivery of its first AIMS units to customers in Singapore. The shipment included two AIMS AST 05 units and twelve 6800/2350B mobile power stations. Designed for remote worksites, AIMS offers a cleaner, more re liable alternative to diesel generators, highlighting strong market potential and long - term growth opportunities across Southeast Asia. 7
41.35 43.80 2023 2024 Revenue ( S$million ) Years Ended March 31, 2024 and 2025 During the years ended March 31, 2025, sale of safety equipment and auxiliary products accounted for approximately 70% and 30% of the total revenue, respectively. Total revenues increased by S$2.44 million, or 5.91%, from S$41.35 million for the year ended March 31, 2024, to S$43.80 million for the year ended March 31, 2025, primarily driven by higher demand by our customers, such as those in the construction sectors driven by new construction projects, which were driven by the economic activities in Singapore. Financials - Revenue 8 70% 30% Revenue by sales categories For the Year ended March 31, 2025 2024 2025
Net income for the year decreased by S$1.12 million, or approximately 33.3%, from S$3.36 million for the year ended March 31, 2024, to S$2.24 million for the year ended March 31, 2025. The decrease is primarily driven by a decrease in gross margins and an increase in operating costs. For the years ended March 31, 2024 and 2025, our gross profits were S$14.71 million and S$14.74 million, respectively, and our gross profit margins were approximately 35.57% and 33.65%, respectively. Our gross profit increased by S$29,638, primarily due to the increase in the sale of new industrial products. Our gross profit margin decreased slightly by approximately 1.92% primarily due to higher procurement costs for our new industrial product. Financials – Net Income & Gross Profit 9 14.71 14.74 13 13.5 14 14.5 15 15.5 16 2024 2025 Gross Profit ( S$million ) and Gross Profit Margin For the Years Ended March 31, 2024 and 2025 35.57% 33.65% Gross Profit Gross Profit Margin 3.36 2.24 0 0.5 1 1.5 2 2.5 3 3.5 4 2024 2025 Net Income ( S$million ) For the Years Ended March 31, 2024 and 2025 Net Income…
Financials - Adjusted EBITDA 10 Adjusted EBITDA decreased by S$1.32 million, to S$4.56 million for the year ended March 31, 2025 from S$5.88 million for the year ended March 31, 2024. Adjusted EBITDA margin decreased to 10.41 % for the year ended March 31, 2025. The decrease in Adjusted EBITDA was primarily driven by lower net income for this year. 5.88 4.56 2024 2025 Adjusted EBITDA and Adjusted EBITDA Margin ( S$million ) For the Years Ended March 31, 2024 and 2025 Adjusted EBITDA Adjusted EBITDA Margin 14.22% 10.41% EC1
Rectitude Holdings Limited Address: 35 Tampines Industrial Avenue 5 T5@Tampines Email: Chin_fo@rectitude.com.sg Tel: +(65) 6749 6647 Investor Relations: Email: ir@rectitude.com.sg Email: jian.lin@llyc.global Tel: +1 (646) 717 - 4593 11