Rectitude Holdings Ltd 6-K, filed Mar 20, 2026
Rectitude Holdings Ltd. (RECT)
About this 6-K
Rectitude Holdings Ltd filed this 6-K on March 20, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number:
(Translation of registrant’s name into English)
35 Tampines Industrial Avenue 5
T5@Tampines
Singapore 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 ☐
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition And Results Of Operations for the Six Months Ended September 30, 2025 and 2024 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months ended September 30, 2025 and 2024 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
| Date: March 20, 2026 | Rectitude Holdings Ltd | |
| By: | /s/ Zhang Jian | |
| Name: | Zhang Jian | |
| Title: | Chairman of the Board of Directors and Chief Executive Officer | |
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Exhibit 99.1
RECTITUDE HOLDINGS LTD
(Incorporation in Cayman Islands)
Unaudited First Half 2026 Financial Results
Revenue
Our business is principally involved in the provision of safety equipment, encompassing essential items such as (i) personal protective clothing, hand gloves, safety footwear, and personal fall arrest systems (a system used to arrest an employee in a fall from a walking-working surface, usually consisting of a body harness, anchorage, and connector), (ii) portable fire extinguishers and (iii) traffic products such as rubber speed humps, wheel stops and wheel chocks. Additionally, when needed by our customers, we also offer auxiliary products such as industrial hardware tools, electrical hardware, and battery energy storage system which is called All-In-One Intelligent Micro-grid System (AIMS) that required for construction sites.
For the six months ended September 30, 2024 and 2025, the provision of safety equipment contributed 81% and 74% of our revenue, respectively.
Total revenues increased by S$2,377,062, or 10.8%, from S$22,099,549 for the six months ended September 30, 2024, to S$24,476,611 for the six months ended September 30, 2025.
The following table sets forth our revenue by service categories for the periods indicated.
| For the six months ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| % of | % of | |||||||||||||||
| Sales of products – at a point in time | S$ | revenue | S$ | revenue | ||||||||||||
| Safety equipment | 18,160,280 | 74 | % | 17,857,745 | 81 | % | ||||||||||
| Auxiliary products | 6,316,331 | 26 | % | 4,241,804 | 19 | % | ||||||||||
| 24,476,611 | 22,099,549 | |||||||||||||||
During the six months ended September 30, 2024, and 2025, sale of safety equipment accounted for approximately 81.0% and 74.0% of the total revenue, respectively, while sale of auxiliary products accounted for approximately 19.0% and 26.0% of the total revenue, respectively. Total revenue increased by 10.8%, from S$22,099,549 for the six months ended September 30, 2024 to S$24,476,611 for the six months ended September 30, 2025, primarily due to an approximately 7.0% increase in the sale of auxiliary products from S$4,241,804 for the six months ended September 30, 2024 to S$6,316,331 for the six months ended September 30, 2025. Our revenue from the sale of auxiliary products increased due to expanding of business such as sale/rent of AIMS, opening of new outlets, enhance in supplying machinery like forklift, enhance in supplying metal products like hollow section & scaffolding pipe, and get profitable order like supplying AIMS to Thailand.
Overall, our revenue increase was driven by higher demand by our potential customers, also some new customers that start business with us during the six months, such as those in the construction sectors driven by new construction projects.
Cost of revenue
The cost of revenue primarily consisted of purchasing costs of our safety equipment and auxiliary products. The total cost of sales increased by S$1,988,119, or 13.8%, from S$14,422,920 for the six months ended September 30, 2024, to S$16,411,039 for the six months ended September 30, 2025.
The approximately 13.8% overall increase in cost of revenue was consistent with the increase of revenue during the six months period. However, procurement costs have increased rising from customizable products made for customers and newly launched auxiliary products embodying the Company’s DADE, Super Sun, SkyHawk, and Osprey brands.
Gross profit and Gross profit margin
Gross profit for the six months ended September 30, 2025, was S$8.07 million, representing 33.0% of operating revenues. Gross profit for the six months ended September 30, 2025 and 2024 was S$8.07 million and S$7.68 million, representing 33.0% and 34.7% of operating revenues, respectively. The increase in gross profit was mainly due to increased in sales volumes and improved efficiencies.
Other income
Other income primarily consisted of gain/(loss) from foreign currency exchange, gain on disposal of property, plant and equipment, operating lease modifications income, rental income, government grants and interest income.
Other income increased by S$275,443, or approximately 137.2% from S$200,766 for the six months ended September 30, 2024, to S$476,209 for the six months ended September 30, 2025. The increase was mainly driven by operating lease modifications income of S$14,571 for the six months ended September 30, 2025 which arose due to our renegotiation and modification of three existing operating lease contracts for branches by extending the lease term by another 2 to 3 years at revised lease payments during the six months ended September 30, 2025. Total rental income received were S$20,670 and S$111,308 for the six months ended September 30, 2024 and 2025, respectively.
Total interest income received were S$122,223 and S$114,917 for the six months ended September 30, 2024 and 2025, respectively. The decrease was mainly driven by loan repayment from the third party.
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.
Selling and marketing expenses increased by S$24,931, or approximately 1.0%, from S$2,461,020 for the six months ended September 30, 2024, to S$2,485,951 for the six months ended September 30, 2025. The small increase was primarily due to there is only a new branch opened in the six months which is the month of August 2025.
Research and development expenses
Research and development expenses primarily consisted of compensation cost to engineering, design and product development employees and software expenses. Research and development expenses decreased by S$51,376, or 100%, from S$51,376 for the six months ended September 30, 2024 to NIL for the six months ended September 30, 2025 primarily due to fee charges that required for the latest stage have been fully paid in financial year ended March 31, 2025.
2
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.
General and administrative expenses decreased by S$980,797 or approximately 25.7%, from S$3,821,950 for the six months ended September 30, 2024, to S$2,841,153 for the six months ended September 30, 2025. The decrease was mainly due to decrease in public company costs, including professional fees and compliance costs incurred related to the Company’s listing on NASDAQ.
Interest expense
Interest expense primarily consisted of accrued interest from guaranteed bank loans and finance lease liabilities.
Interest expenses increased by S$1,902, or approximately 2.1% from S$88,865 for the six months ended September 30, 2024, to S$90,767 for the six months ended September 30, 2025. The small increase was mainly due to an decrease in interest expense from bank loan from S$69,850 for the six months ended September 30, 2024 to S$67,729 for the six months ended September 30, 2025 offset by increase in interest expenses from finance lease from S$19,015 for the six months ended September 30, 2024 to S$23,038 for the six months ended September 30, 2025.
Net income
As a result of the factors described above, net income for the six months ended September 30, 2025 was approximately $$2.6 million, compared to net income of S$1.1 million, for the six months ended September 30, 2024, these is an increase of approximate S$1.5 million.
EBITDA
EBITDA represents earnings before interest, taxes, depreciation, and amortization and is used by management as a supplemental measure of operating performance. For the six months ended September 30, 2025, EBITDA increased to S$4.2 million from S$2.6 million for the six months ended September 30, 2024, these is an increase of approximate S$1.6 million, primarily due to higher revenue and improved cost efficiency.
Cash Flows Analysis
Operating activities
For the period ended September 30, 2024, net cash used in operating activities was S$1,619,530, primarily resulted from our profit for the period of S$1,117,007, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations.
Adjustments for non-cash items consisted of depreciation of property, plant and equipment of S$289,103, amortization of ROU asset of S$791,120, reduced lease payments from lease modification of S$40,525, gain on disposal of property, plant and equipment of S$957, allowance for inventory write-down of S$28,214, allowance for expected credit losses of S$133,618 and fair value gain in financial assets of S$3,031, interest income of S$122,123. Changes in operating assets and liabilities mainly included: (i) a increase in accounts receivables, net of S$1,370,888 (ii) a increase in other receivables of S$120,337 (iii) a increase in advances to related parties of S$55,791; (iv) a decrease in other payable of S$1,990,135; (v) a decrease in finance liabilities – interest portion of lease payment of S$19,015 (vi) a decrease in operating liabilities of S$605,737 and (vii) a decrease in income tax payable of S$530,898 and offset by (i) an decrease in inventories of S$126,330; (ii) an increase in accounts payables of S$754,615.
3
For the period ended September 30, 2025, net cash used in operating activities was S$1,737,590, primarily resulted from our profit for the period of S$2,634,303, as adjusted for non-cash items and non-operating items, changes in operating activities and cash used in operations. Adjustments for non-cash items consisted of depreciation of property, plant and equipment of S$332,077, amortization of ROU asset of S$696,757, reduced lease payments from lease modification of S$14,571, gain on forex of S$87,332, allowance for inventory write-down of S$5,023, allowance for expected credit losses of S$125,825, fair value gain in financial assets of S$3,141, interest income of S$114,917 and gain on disposal of property, plant and equipment of S$34,530. Changes in operating assets and liabilities mainly included: (i) an increase in accounts payables, net of S$2,259,783; (ii) an increase in income tax payable of S$339,466; offset by (i) an increase in trade receivables of S$1,552,583; (ii) an increase in advances to related parties of S$560,914; (iii) an increase in other current assets S$3,099,234; (iv) an increase in inventories of S$1,424,298; (v) a decrease in other payables of S$302,723; (vi) a decrease in operating lease liabilities of S$661,836; (vii) a decrease in interest expenses from finance lease liabilities of S$23,038.
Investing activities
For the period ended September 30, 2024, net cash used in investing activities was S$7,232,588, which was primarily consisted of purchase of property, plant and equipment, mainly in motor vehicles of S$298,761 and disbursement of loan to a third party of S$6,934,827 and offset by proceeds from disposal of property, plant and equipment of S$1,000.
For the period ended September 30, 2025, net cash provided by investing activities was S$820,573, which was primarily consisted of purchase of property, plant and equipment, mainly in motor vehicles of S$113,957; offset by proceeds from disposal of property, plant and equipment of S$34,530 and repayment of loan from third party of S$900,000.
Financing activities
For the period ended September 30, 2024, net cash provided by financing activities was S$9,354,512 which was primarily consisted of proceeds from guaranteed bank loans of S$252,283, payment of finance lease obligations of S$87,065, and proceeds from common shares issued for cash of S$9,189,294.
For the period ended September 30, 2025, net cash provided by financing activities was S$196,486 which was primarily consisted of proceeds from guaranteed bank loans of S$287,027; offset by payment of finance lease obligations of S$90,541.
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Exhibit 99.2
RECTITUDE HOLDINGS LTD
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
RECTITUDE HOLDINGS LTD
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2025 AND UNAUDITED INTERIM
CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2025
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Inventories, net | ||||||||||||
| Other receivables | ||||||||||||
| Advances to related parties | ||||||||||||
| 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 (Note 20) | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Ordinary shares, US$ | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Retained earnings | ||||||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||||
| Total liabilities and shareholders’ equity | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
F-2
RECTITUDE HOLDINGS LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND
COMPREHENISVE INCOME FOR THE SIX MONTHS ENDED SEPTEMBER, 30 2024 AND 2025
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Revenue | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| 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 | ||||||||||||
| Other comprehensive loss | ||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ( | ) | ||||||
| Total comprehensive income | ||||||||||||
| Weighted average number of ordinary shares | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
| Earnings per share | ||||||||||||
| Basic | ||||||||||||
| Diluted | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
F-3
RECTITUDE HOLDINGS LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY FOR SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| Ordinary shares | Additional | Accumulated other | Total | |||||||||||||||||||||
| Number of shares | Amount | Paid in capital | Retained earnings | comprehensive loss | shareholders’ equity | |||||||||||||||||||
| S$ | S$ | S$ | S$ | S$ | ||||||||||||||||||||
| Balance as at April 1, 2024 | ||||||||||||||||||||||||
| Issuance of ordinary shares | ||||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as at September 30, 2024 | ( | ) | ||||||||||||||||||||||
| Balance as at April 1, 2025 | ( | ) | ||||||||||||||||||||||
| Net income | — | |||||||||||||||||||||||
| Foreign currency translation adjustment | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance as at September 30, 2025 | ( | ) | ||||||||||||||||||||||
| Balance as at September 30, 2025 (US$) | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
F-4
RECTITUDE HOLDINGS LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| September 30, 2024 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income | ||||||||||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities | ||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||
| Amortization of right-of-use assets | ||||||||||||
| Operating lease modifications | ( | ) | ( | ) | ( | ) | ||||||
| Gain on disposal of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Interest income | ( | ) | ( | ) | ( | ) | ||||||
| Allowance for inventories write-down | ||||||||||||
| Allowance for expected credit losses – third parties | ( | ) | ( | ) | ||||||||
| Fair value change in financial instrument | ( | ) | ( | ) | ( | ) | ||||||
| Unrealised gain on forex | ( | ) | ( | ) | ||||||||
| 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 used in 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 party | ( | ) | - | - | ||||||||
| Repayment of loan from third party | ||||||||||||
| Net cash (used in)/provided by investing activities | ( | ) | ||||||||||
| Cash flows from financing activities: | ||||||||||||
| Proceeds from common shares issued for cash | ||||||||||||
| Proceeds of bank loans, net | ||||||||||||
| Payments for finance lease liabilities – principal portion | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||||||
| Net changes in cash and cash equivalents | ( | ) | ( | ) | ||||||||
| Cash and cash equivalents at beginning of the period | ||||||||||||
| Cash and cash equivalents at end of the period | ||||||||||||
| Supplement disclosures of cash flow information | ||||||||||||
| Income taxes paid | ( | ) | ( | ) | ( | ) | ||||||
| Interest paid | ( | ) | ( | ) | ( | ) | ||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements
F-5
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — NATURE OF BUSINESS AND ORGANIZATION
Rectitude Holdings Ltd (the “Company”
or “Rectitude”) was incorporated as an exempted limited liability company under the laws of the Cayman Islands on
| Entity | Date of incorporation | Place of incorporation | Ownership | Principal activities | ||||
| Rectitude Pte. Ltd. (“RPL”) | ||||||||
| Alturan Supplies Pte. Ltd. (“ALS”) | ||||||||
| P.T.H. Pte. Ltd. (“PTH”) |
On June 21, 2024, the Company completed its initial
public offering. In this offering, the Company issued
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation
The unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete audited financial statements. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with the U.S. GAAP have been condensed or omitted. In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, in normal recurring nature, as necessary for the fair statement of the Company’s financial position as of September 30, 2025, and results of operations and cash flows for the six-months ended September 30, 2025 and 2024. The unaudited interim condensed consolidated balance sheet as of September 30, 2025 has been derived from the audited financial statements but does not include all the information and footnotes required by the U.S. GAAP. Interim results of operations are not necessarily indicative of the results expected for the full fiscal year or for any future period. These unaudited interim condensed financial statements should be read in conjunction with the audited consolidated financial statements as of and for the years ended March 31, 2025 and 2024, and related notes included in the Company’s audited consolidated financial statements.
Principles of consolidation
The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Subsidiaries are those entities 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.
F-6
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Risks and uncertainties
The main operations of the Company are in Singapore. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Singapore, as well as by the general state of the economy in Singapore. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Singapore. The Company believes that it is following existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.
The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.
Use of estimates and assumptions
The preparation of unaudited interim condensed 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 unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, management evaluates estimates, including but not limited to, those related to allowance for expected credit losses for accounts receivable, impairment assessment of inventories, impairment assessment of long-lived assets, fair value of financial instrument and incremental borrowing rate of operating leases. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable. As a result, management makes judgments regarding the carrying values of the Company’s assets and liabilities that are not readily apparent from other sources. Authoritative pronouncements, historical experience and assumptions are used as the basis for making estimates. Actual results may differ from these estimates.
Foreign currency translation
The accompanying unaudited interim condensed consolidated financial statements are presented in the Singapore Dollars (“S$”), which is the reporting currency of the Company. The functional currency of the Company in the Cayman Islands is United States Dollars (“US$”), its other subsidiaries which are incorporated in Singapore are Singapore Dollars (“S$”),which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.
In the unaudited interim condensed consolidated financial statements of the Company, transactions in currencies other than the functional currency are measured and recorded in the functional currency using the exchange rate in effect at the date of the transaction. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the functional currency are translated into the functional currency using the exchange rate at the balance sheet date. All gains and losses arising from foreign currency transactions are recorded in the unaudited interim condensed consolidated statements of operations and comprehensive income during the year in which they occur.
The following table outlines the currency exchange rates that were used in creating the unaudited interim condensed consolidated financial statements in this report:
| March 31, 2025 | September 30, 2025 | |||
| Year-end spot rate | US$ | US$ | ||
| Average rate | US$ | US$ |
F-7
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Convenience translation
Translations of amounts in the unaudited interim
condensed consolidated balance sheet, unaudited interim condensed consolidated statements of operations and comprehensive income and unaudited
interim condensed consolidated statements of cash flows from S$ into US$ as of and for the period ended September 30, 2025 are solely
for the convenience of the reader and were calculated at the noon buying rate of US$
Accounts receivable, net
Accounts receivable include trade accounts due from customers. Management reviews the adequacy of the provision for allowance for expected credit loss on an ongoing basis, using historical collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the provision for allowance for expected credit loss when it is considered necessary. Provision for allowance for expected credit loss is write-off after all means of collection have been exhausted and the potential for recovery is considered remote. Management continues to evaluate the reasonableness of the provision for allowance for expected credit loss policy and update, if necessary.
Management recognized additional/reversal provision
for allowance for expected credit losses of S$
Inventories, net
Inventories, net which comprise mainly of safety products available for sale, and are primarily stated at the lower of cost (on first-in, first-out basis) or net realizable value. Inventories valuation allowance is based on management’s estimate of future consumption for safety products and historical sales volumes.
Management recognized additional allowance for inventories write-down
of S$
Loan receivables
Loan receivables are initially measured at the
amount of consideration exchanged and subsequently measured at amortized cost and adjusted for potential allowance for expected credit
losses. Loan receivables primarily consist of loan made to third party for cash management purpose. These amounts bear an interest of
F-8
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Property, plant and equipment, net
Property, plant and equipment are stated at cost,
less accumulated depreciation, and impairment loss, if applicable. Depreciation is computed using the straight-line method after consideration
of the estimated useful lives.
| Useful life | ||
| Office equipment | ||
| Motor vehicles | ||
| Computer | ||
| Machinery | ||
| Furniture, fixtures and fittings | ||
| Leasehold building and leasehold improvement |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterment, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.
Impairment for long-lived assets
The Company’s long-lived assets with finite lives, including property, plant and equipment, net are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of March 31, 2025 and September 30, 2025, impairment of long-lived assets was recognized.
Fair value measurement
Accounting guidance defines fair value as the price would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact, and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
| ● | Level 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. |
| ● | Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| ● | Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
F-9
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Cash and cash equivalents, accounts receivable, net, other receivables, bank loans — current portion, operating lease liabilities — current portion, finance lease liabilities — current portion, accounts payable, other payables, are financial assets and liabilities and are subject to fair value measurement. The Company’s current financial assets and liabilities are short-term in nature, therefore, management believes their carrying value approximate their fair value.
Leases
The Company determines if an arrangement is a
lease at inception. A lease is classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease
is a finance lease if any of the following conditions exists: a) The lease transfers ownership of the underlying asset to the lessee
by the end of the lease term, b) The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably
certain to exercise, c) the lease term is for
Finance lease assets are included in property, plant and equipment, net, and finance lease liabilities are included in current and non-current finance lease liabilities.
Operating leases are included in operating lease right-of-use (“ROU”) assets, current operating lease liabilities and non-current operating lease liabilities, in the Company’s consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.
The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to April 1, 2020 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.
Lease modification arose from the Company’s
renegotiation and modification of certain existing operating lease contracts for certain outlets by extending the lease term for another
Revenue recognition
The Company adopted Accounting Standards Codification 606, Revenue from Contracts with Customers (“ASC 606”), on April 1, 2021 using the modified retrospective approach. The Company’s accounting for revenue recognition remains substantially unchanged prior to adoption of ASC 606. There were no cumulative effect adjustments for prior to April 1, 2020. The effect from the adoption of ASC 606 was not material to the Company’s financial statements.
F-10
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the client.
Revenue for sales of products which are primarily safety equipment and auxiliary products are recognized at a point in time when the Company has satisfied its performance obligation. The key performance obligation of the Company is delivery of goods or collection by customer has occurred, evidenced by the acceptance of products by customers, whereby physical and legal control of the products is passed from the Company to its customer, and there’s no fulfilled obligation from the Company.
Upon local customers’ acceptance/acknowledgement
on the acceptance of goods, control of the goods is passed from the Company to the customer, at which the Company believes it has satisfied
its performance obligation to recognize revenue. For overseas customers, control of the goods is passed to the customer in accordance
with terms and conditions ie. Free on Board (“FOB”), as stipulated in the respective contracts with customers. No element
of financing is deemed present as typical payment terms range from
The Company is a principal and records revenue on a gross basis as the Company is primarily responsible for fulfilling the goods or services to the customers, is subject to inventory risk, has discretion in establishing pricing and the ability to direct the control of the promised goods before transferring those goods to the customers.
A large portion of the revenue comes from the
sale of safety products. Customer returns have historically represented a small percentage of customer sales on an annual basis. The right
of return recognized in the statement of operations and comprehensive income, net of revenue were S$
Cost of revenue
Cost of revenue of safety products and other emerging products, which are directly related to revenue-generating transactions, primarily consist of cost of purchasing of products, net of discount received, and freight and handling charges.
F-11
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Selling and marketing expenses
Selling and marketing expenses mainly consist
of promotion and marketing expenses, amortization of ROU — operating leases, rental expenses, media expenses for online
and traditional advertising, as well as labor costs. For the six months ended September 30, 2024, and 2025, the Company’s selling
and marketing expenses were S$
General and administrative expenses
General and administrative expenses consist primarily of motor vehicle running expenses, travelling and entertainment and general administrative expenses such as of staff costs, depreciation, legal and professional fees and other miscellaneous administrative expenses.
Employee benefit
Defined contribution plan
The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.
Income taxes
The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
F-12
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than
Related parties’ transactions
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.
Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Earnings per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS presents the diluted effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Segment reporting
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for detailing the Company’s business segments. Based on the criteria established by ASC 280, the Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. As a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s long-lived assets are located in Singapore, no geographical segments are presented.
F-13
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Recently issued accounting pronouncements
Adoption of Accounting Standards Update (ASU) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280): Segment Reporting
On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 amends ASC 280, Segment Reporting(“ASC 280”) to expand segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Company’s chief operating decision maker (“CODM”), the amount and description of other segment items, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. ASU 2023-07 further permits disclosure of more than one measure of segment profit or loss and extends the full disclosure requirements of ASC 280 to companies with single reportable segments. The Company adopted ASU 2023-07 on April 1, 2024, expansion of segment disclosure is presented in Note 22.
New Accounting Standards That Have Not Yet Been Adopted:
Accounting Standards Update 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024, and interim periods within those annual periods; early adoption is permitted. Adoption is either with a prospective method or a fully retrospective method of transition. The Company plans to adopt ASU 2023-09 for the year beginning on April 1, 2025. The Company is currently evaluating the effect the updated guidance will have on its disclosures.
Accounting Standards Update 2024-03, Comprehensive income (Topic 220): Disaggregation of Income Statement expenses.
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Consolidated Financial Statements.
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
F-14
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 3 — REVENUE
The following table presents the Company’s revenue disaggregated by product categories for the six months ended September 30, 2024 and 2025, respectively:
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Sales of products – at a point in time | ||||||||||||
| Safety equipment | ||||||||||||
| Auxiliary products | ||||||||||||
| Total revenue | ||||||||||||
Note 4 — OTHER INCOME, NET
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Gain on foreign currency exchange, net | ||||||||||||
| Operating lease modifications | ||||||||||||
| Gain on disposal of property, plant and equipment | ||||||||||||
| Rental income | ||||||||||||
| Fair value change in financial instrument | ||||||||||||
| Government grants | ||||||||||||
| Interest income (Note 11) | ||||||||||||
| Other income | ||||||||||||
| Toal other income, net | ||||||||||||
Rental income related to short-term leasing of premises and rental of battery energy storage system (AIMS) to a third-party customers for the six months ended September 30, 2025.
Note 5 — INVENTORIES, NET
Inventories, net consist of the following:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Goods in transit | ||||||||||||
| Inventories | ||||||||||||
| Less: Inventories allowance | ( | ) | ( | ) | ( | ) | ||||||
| Inventories, net | ||||||||||||
F-15
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 6 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consist of the following:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Accounts receivable – third parties | ||||||||||||
| Less: Allowance for credit losses – third parties | ( | ) | ( | ) | ( | ) | ||||||
| Accounts receivable, net | ||||||||||||
As at the end of each reporting period, the aging analysis of accounts receivable, net of allowance for expected credit losses, based on due date is as follows:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Within 30 days | ||||||||||||
| Between 31 and 60 days | ||||||||||||
| Between 61 and 90 days | ||||||||||||
| Between 91 and 120 days | ||||||||||||
| Over 120 days | ||||||||||||
| Total accounts receivable, net | ||||||||||||
Movements of allowance for credit losses — third parties are as follows:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Allowance for expected credit losses, beginning | ||||||||||||
| Additions/(Reversal) | ( | ) | ( | ) | ||||||||
| Allowance for expected credit losses, ending | ||||||||||||
F-16
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 7 — OTHER RECEIVABLES
As at the end of each reporting period, other receivables are as follows:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Amount due from third parties | ||||||||||||
| Deposits | ||||||||||||
| Advance to a supplier* | ||||||||||||
| Prepayments | ||||||||||||
| Other receivables | ||||||||||||
| * |
Note 8 — FINANCIAL INSTRUMENT
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Financial instrument, beginning | ||||||||||||
| Net fair value change | ||||||||||||
| Foreign currency adjustment | ( | ) | ( | ) | ||||||||
| Financial instrument, ending | ||||||||||||
The fair value is based on the redemption value quoted by the insurance company. There is no change in valuation approach and technique. The insurance policy is pledged to the bank as security for the Company’s bank loans (Note 12).
This Policy is recorded in the consolidated financial statements as “financial instrument”, represented by the total cash surrender value of the contract stated in the annual statement of the policy (Level 3). Changes in the cash value is recognized as “other income” in the unaudited interim condensed consolidated statements of operations and comprehensive income.
F-17
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 9 — PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, consist of the following:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Leasehold buildings and leasehold improvement | ||||||||||||
| Computers | ||||||||||||
| Office equipment | ||||||||||||
| Machinery | ||||||||||||
| Furniture, fixtures & fittings | ||||||||||||
| Motor vehicles | ||||||||||||
| Subtotal | ||||||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||
| Property, plant and equipment, net | ||||||||||||
Depreciation expenses of owned assets for the six
months ended September 30, 2024 and September 30, 2025 amounted to S$
impairment loss had been recognized during the six months ended September 30, 2024 and September 30, 2025, respectively.
Note 10 — RIGHT-OF-USE ASSETS — OPERATING LEASES
Amounts relating to right-of-use assets on operating lease held by us and the associated accumulated amortization are summarized as follows:
| As of | ||||||||||||
| March 31, 2025 |
September 30, 2025 |
September 30, 2025 |
||||||||||
| S$ | S$ | US$ | ||||||||||
| Leasehold buildings | ||||||||||||
| Less: Accumulated amortization | ( |
) | ( |
) | ( |
) | ||||||
| Right-of-use assets – operating leases | ||||||||||||
Amortization expenses of right-of-use assets — operating
leases for the six months ended September 30, 2024 and September 30, 2025 amounted to S$
F-18
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 11 — LOAN RECEIVABLES
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Loan receivables, beginning | ||||||||||||
| Additions | ||||||||||||
| Interest income | ||||||||||||
| Repayment | ( | ) | ( | ) | ( | ) | ||||||
| Loss on foreign currency exchange | ( | ) | ( | ) | ||||||||
| Loan receivables, ending | ||||||||||||
Amount due from third party bears interest
of
Note 12 — BANK LOANS
Long-term and short-term bank loans are as follows:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Total bank loans | ||||||||||||
| Less: current portion of bank loans | ( | ) | ( | ) | ( | ) | ||||||
| Long-term bank loans | ||||||||||||
F-19
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — BANK LOANS (cont.)
Bank loans comprised of the following:
| Loan | Principal amount | Maturity date | Interest Rate | Repayment method | March 31, 2025 | September 30, 2025 | September 30, 2025 | |||||||||||||||
| S$ | S$ | US$ | ||||||||||||||||||||
| Mortgage loan I | S$ | | ||||||||||||||||||||
| Mortgage loan II | S$ | | ||||||||||||||||||||
| Mortgage loan III | S$ | | ||||||||||||||||||||
| Mortgage loan IV | S$ | | ||||||||||||||||||||
| Mortgage loan V | S$ | | | |||||||||||||||||||
| Term loan I | S$ | | ||||||||||||||||||||
| Term loan II | S$ | | ||||||||||||||||||||
| Term loan III | S$ | | ||||||||||||||||||||
| Trust receipts | S$ | | ||||||||||||||||||||
| Total bank loans | ||||||||||||||||||||||
F-20
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 12 — BANK LOANS (cont.)
For the six months ended September 30,
2024 and September 30, 2025, the effective interest rate of the Company’s bank loans ranged from
Interest expenses arising from the Company’s
bank loans for the six months ended September 30, 2024 and September 30, 2025 amounted to S$
The Company’s bank loan agreements contain certain covenants, which require compliance with certain financial ratios. As of March 31, 2025 and September 30, 2025, the Company were in compliance with all the financial covenants under its existing loan agreements.
Note 13 — TAXES
Income tax
Cayman Islands
The Company is incorporated in the Cayman Islands and is not subject to tax on income or capital gains under current Cayman Islands law. In addition, upon payments of dividends by the Company entities to their shareholders, no Cayman Islands withholding tax will be imposed. Accordingly, the Company do not accrue for taxes.
Singapore
The following table reconciles Singapore statutory rates to the Company’s effective tax rate:
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Income before income tax | ||||||||||||
| Singapore statutory income tax rate | % | % | % | |||||||||
| Income tax expense computed at statutory rate | ||||||||||||
| Reconciling items: | ||||||||||||
| Income not subject to tax in Singapore | ( | ) | ( | ) | ( | ) | ||||||
| Non-deductible expenses | ||||||||||||
| Tax exemption and rebates | ( | ) | ( | ) | ( | ) | ||||||
| Underprovision of tax in prior financial year | ( | ) | ( | ) | ||||||||
| Others | ||||||||||||
| Income tax expense | ||||||||||||
F-21
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 14 — OTHER PAYABLES
The components of other payables are as follows:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Other payables | ||||||||||||
| Accrued expenses | ||||||||||||
| Other payables | ||||||||||||
Accrued expenses mainly consist of professional service fees and cost incurred for operating activities which are yet to bill.
Other payables mainly consist of payable for other services and utilities expenses.
Note 15 — RELATED PARTY BALANCES AND TRANSACTIONS
The Company’s relationships with related parties who had transactions with the Company are summarized as follows:
| Related Party Name | Relationship to the Company | |
| Mr Zhang Jian (“Mr Zhang”) | ||
| Ms Xu Yukai (“Mrs Zhang”) | ||
| Mr Huang Dong (“Mr Huang”) | ||
| Ms Ang Siew Siang (“Ms Ang”) | ||
| PTH Safety equipment Sdn Bhd | ||
| Zhikai International Trade (Shanghai) Co., Ltd | ||
| Greenly Trading Company |
a.
| As of | ||||||||||||||
| Nature | Name | March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||||
| Advances to | Zhikai International Trade (Shanghai) Co., Ltd(1) | |||||||||||||
| Advances to | PTH Safety Equipment Sdn Bhd(2) | |||||||||||||
| Total | ||||||||||||||
| (1) |
| (2) |
F-22
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 15 — RELATED PARTY BALANCES AND TRANSACTIONS (cont.)
b.
| As of | ||||||||||||||
| Nature | Name | September 30, 2024 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||||
| Accountancy fees | Greenly Trading Company | ( | ) | ( | ) | ( | ) | |||||||
| Sales to | PTH Safety Equipment Sdn Bhd | |||||||||||||
| Purchases from | PTH Safety Equipment Sdn Bhd | ( | ) | |||||||||||
| Purchases from | Zhikai International Trade (Shanghai) Co., Ltd | ( | ) | ( | ) | ( | ) | |||||||
Note 16 — EQUITY
Ordinary shares
The Company was incorporated in the Cayman Islands
on June 1, 2023, with an authorized share capital of US$
A further
Note 17 — OPERATING LEASE LIABILITIES
The Company entered into various non-cancellable operating lease agreements for certain leasehold properties. The Company determine if an arrangement is a lease, or contains a lease, at inception and record the lease in the financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. The lease terms may include one or more options to extend the lease terms, for periods from one to three years, when it is reasonably certain that the Company will exercise that option.
As of September 30, 2025, the options to extend the leases were recognized as ROU assets — operating leases and operating lease liabilities on the consolidated balance sheets. The Company has elected not to present short-term leases on the consolidated balance sheets as these leases have a lease term of 12 months or less at lease inception.
Future operating lease payments, excluding short-term leases, as of September 30, 2025, are detailed as follows:
| Operating leases | S$ | US$ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of operating lease liabilities | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term portion of lease liabilities | ||||||||
The following table shows the weighted-average lease terms and discount rates for operating leases:
| 2025 | ||||
| Weighted average remaining lease term (Years) | ||||
| Operating leases | ||||
| Weighted average discount rate (%) | ||||
| Operating leases | % | |||
F-23
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 18 — FINANCE LEASE LIABILITIES
The Company has entered into various non-cancellable finance lease agreements for certain Company’s vehicles. The Company determine if an arrangement is a lease, or contains a lease, at inception and record the leases in the financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Finance leases are included in property, plant and equipment and current and non-current finance lease liabilities on the consolidated balance sheets.
Future finance lease payments as of September 30, 2025, are detailed as follows:
| Finance leases | S$ | US$ | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| Thereafter | ||||||||
| Total future lease payment | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Present value of finance lease liabilities | ||||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Long-term portion of finance lease liabilities | ||||||||
The following table shows the weighted-average lease terms and discount rates for operating leases and finance leases:
| 2025 | ||||
| Weighted average remaining lease term (Years) | ||||
| Finance leases | ||||
| Weighted average discount rate (%) | ||||
| Finance leases | % | |||
The components of the finance lease cost are as follows:
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Finance lease cost: | ||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||
| Interest on finance lease (Included in interest expense) | ||||||||||||
Note 19 — CONCENTRATION AND RISKS
The following table sets forth a summary of single customers who represent 10% or more of the Company’s total revenue:
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Amount of the Company’s revenue | ||||||||||||
| Customer A(1) | ||||||||||||
F-24
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 19 — CONCENTRATION AND RISKS (cont.)
The following table sets forth a summary of single customers who represent 10% or more of the Company’s total accounts receivable, net:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Amount of the Company’s accounts receivable, net | ||||||||||||
| Customer A(1) | ||||||||||||
| (1) |
The following table sets forth a summary of suppliers who represent 10% or more of the Company’s total purchases:
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Amount of the Company’s purchases | ||||||||||||
| Supplier X(3) | ||||||||||||
| Supplier Y(4) | ||||||||||||
The following table sets forth a summary of suppliers who represent 10% or more of the Company’s total accounts payable:
| As of | ||||||||||||
| March 31, 2025 | September 30, 2025 | September 30, 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Amount of the Company’s accounts payable | ||||||||||||
| Supplier X(3) | ||||||||||||
| Supplier Y(4) | ||||||||||||
| Supplier Z(5) | ||||||||||||
| (3) |
| (4) |
| (5) |
Credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts receivable, loan receivable, investments, amount due from related parties and other current assets. As of March 31, 2025 and September 30, 2025, all of the Company’s cash and cash equivalents were held in financial institutions with high credit ratings and quality in Singapore. Management believes that these financial institutions are of high credit quality and continually monitors the credit worthiness of these financial institutions.
Accounts receivable primarily comprise of amounts receivable from the product customers. To reduce credit risk, the Company performs ongoing credit evaluations of the financial condition of these customers and generally does not require collateral or other security from the customers. The Company has established a provision matrix applied on the portfolio segmented by factors such as geographic region and products that are considered to have similar credit characteristics and risk of loss. Historically, such losses have been within management’s expectations.
Loan receivables due from third parties, potentially expose the Company to concentrations of credit risk. As of March 31, 2025 and 2024, loan receivables due from third parties are of high credit ratings and quality. Management believes that these third parties are of high credit quality and continually monitors the credit worthiness of these third parties.
F-25
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 19 — CONCENTRATION AND RISKS (cont.)
To reduce credit risk, the Company performs ongoing credit evaluations of the financial condition of these third parties and generally does not require collateral or other security from the third parties. The Company’s policy is to review its loans receivables due from third parties for impairment semi-annually. In determining whether an impairment loss should be recorded in the consolidated statement of operation and comprehensive income at the reporting date, the Company makes judgements as to whether any observable data exists indicating evidence of impairment which would be likely to result in a measurable decrease in the timings and amounts of the estimated future cash flows.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
The Company ensures that it has sufficient cash and bank balances, and liquid assets to meet its expected operational expenses, including servicing for financial obligations and bank loans.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company’s exposure to interest rate risk arises primarily from bank loans. The Company does not expect any significant effect on the Company’s profit or loss arising from the effects of reasonably possible changes to interest rates on interest bearing financial instruments at the end of the financial year.
As at the reporting date, if the interest rates
had been 50 basis points higher/lower with all other variables held constant, the Company’s profit before tax would have been approximately
S$
Foreign currency risk
The Company’s foreign exchange risk results mainly from cash flows from transactions denominated in foreign currencies. At present, the Company does not have any formal policy for hedging against currency risk. The Company ensures that the net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances.
The Company has transactional currency exposures arising from sales or purchases that are denominated in a currency other than the functional currency of the Company, primarily Chinese Renminbi. The Company’s exposure to Chinese Renminbi is minimal and is not expect to have a material impact.
Note 20 — COMMITMENTS AND CONTINGENCIES
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such a claim, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable.
In the opinion of management, there were no pending or threatened claim and litigation as of March 31, 2025 and September 30, 2025, and through the issuance date of these unaudited interim consolidated financial statements.
F-26
RECTITUDE HOLDINGS LTD
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 21 — SEGMENT INFORMATION
The Company applies ASC 280, Segment Reporting,
in determining its reportable segments. The Company manages its business under
The following table presents significant expense categories for the six months ended September 30, 2024 & 2025.
| Six months ended September 30 | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| S$ | S$ | US$ | ||||||||||
| Revenue | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Payroll expense | ( | ) | ( | ) | ( | ) | ||||||
| Retail outlets related expenses | ( | ) | ( | ) | ( | ) | ||||||
| Other segment expenses* | ( | ) | ( | ) | ( | ) | ||||||
| Net income | ||||||||||||
| * |
Note 22 — SUBSEQUENT EVENTS
The Company evaluated all events and transactions that from September 30, 2025 up through March 20, 2026 which is the date that these unaudited interim condensed consolidated financial statements are available to be issued, there were no other any material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements except below:
On November 28, 2025, the Company entered into
a sales and purchase agreement to purchase a property at 23 Lok Yang Way #01-05 & #01-06 Lok Yang Connection Singapore 628638 at a
purchase price of S$
On March 4, 2026, the Company adopted The Rectitude Holdings Ltd 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”)
to motivate, attract and retain directors, consultants or key employees to exert their best efforts on behalf of the Company and link
their personal interests to those of the Company’s shareholders. The 2026 Plan has a maximum number of
F-27