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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
20-F
☐ |
REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the Fiscal Year Ended May 31, 2024
OR
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
☐ |
SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission
File Number: 001-42259
JBDI
Holdings Limited
(Exact
name of Registrant as specified in its charter)
Cayman
Islands
(Jurisdiction
of incorporation or organization)
34
Gul Crescent
Singapore
629538
(Address
of principal executive offices)
Mr.
Lim Chwee Poh, Chief Executive Officer and Executive Director
Telephone:
+65 6861 4150
Email:
At
the address of the Company set forth above
(Name,
Telephone, email and/or fax number and address of Company Contact Person)
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol |
|
Name
of each exchange on which registered |
Ordinary Shares, par
value US$0.0005 per share |
|
JBDI |
|
The Nasdaq Capital Market
LLC |
Securities
registered pursuant to Section 12(g) of the Act: None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report.
18,037,500
Ordinary Shares, US$0.0005 per share, at May 31, 2024
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.
Yes
☐ No ☒
If
the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or 15D of the Securities Exchange Act of 1934.
Yes
☐ No ☒
Indicate
by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Yes
☒ No ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company.
Large Accelerated Filer ☐ |
|
Accelerated Filer ☐ |
|
Non-accelerated
filer ☒ |
|
|
|
|
Emerging Growth Company ☒ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒ |
International Financial Reporting
Standards as issued by the International Accounting Standards Board ☐ |
Other ☐ |
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
Registrant has elected to follow:
Item
17 ☐ Item 18 ☐
If
this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act.)
Yes
☐ No ☒
TABLE
OF CONTENTS
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These
forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion
and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These
statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk
Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance
or achievements expressed or implied by the forward-looking statements.
In
some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”,
“expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim”
and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All
statements other than statements of historical facts included in this document, including those regarding future financial position and
results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and
statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make
other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC,
other information sent to our shareholders and other written materials.
These
forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these
forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual
outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including,
without limitation, the risk factors set forth in “Risk Factors” and the following:
FINANCIAL
STATEMENTS AND CURRENCY PRESENTATION
Basis
of Presentation
Unless
otherwise indicated, all financial information contained in this Annual Report is prepared and presented in accordance with generally
accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).
Certain
amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts,
percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede
them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation
of the percentages that precede them.
Financial
Information in U.S. Dollars
Our
reporting currency is the United States Dollar. This Form 20-F also contains translations of certain foreign currency amounts into United
States Dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore Dollars into United States Dollars
were made at S$1.3509 to US$1.00 for amounts relevant to the financial year ended May 31, 2024 and S$1.3181 to US$1.00 for amounts relevant
to the financial year ended May 31, 2023, in accordance with our internal exchange rate. We make no representation that the Singapore
Dollar or United States Dollar amounts referred to in this Annual Report could have been or could be converted into United States Dollars
or Singapore Dollars, as the case may be, at any particular rate or at all.
Recent
Events
On
August 28, 2024, we completed our initial public offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share
(the “Offering”). Total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance and
expenses, were approximately $6.7 million. The Ordinary Shares began trading on August 27, 2024 on the Nasdaq Capital Market (the “Nasdaq”)
under the trading symbol “JBDI”.
As
of the date of this Annual Report, our Group is comprised of: (i) JBDI Investments Limited, a business company incorporated in the British
Virgin Islands on October 10, 2022 and a direct wholly-owned subsidiary of our Company (“JBDI”); (ii) Jurong Barrels &
Drums Industries Pte. Ltd. (“Jurong Barrels”), a company incorporated in Singapore on September 17, 1983 and a direct wholly-owned
subsidiary of JBDI; and (iii) JBD Systems Pte. Ltd. (“JBD Systems”), a company incorporated in Singapore on May 4, 2017 and
a direct wholly-owned subsidiary of Jurong Barrels. See “Item 4. Information of the Company – Corporate Structure”.
Our
operating subsidiaries are Jurong Barrels and JBD Systems (collectively, the “Operating Subsidiaries”).
PART
I
ITEM
1. IDENTITY OF DIRECTORS, OFFICERS, SENIOR MANAGEMENT AND ADVISORS
Not
Applicable
ITEM
2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not
Applicable
ITEM
3. KEY INFORMATION
A.
RESERVED
B.
CAPITALIZATION AND INDEBTEDNESS
Not
applicable
C.
REASONS FOR THE OFFER AND USE OF PROCEEDS.
Not
applicable
D.
RISK FACTORS
An
investment in our Ordinary Shares is highly speculative and involves a significant degree of risk. The risks discussed below could materially
and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the
trading price of our Ordinary Shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial
may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability
to pay dividends, and you may lose all or a part of your investment. The realization of any of the risks described below could have a
material adverse effect on our business, results of operations and future prospects.
Risks
Related to Our Business and Industry
Our
business is inherently susceptible to the cyclical fluctuations of the solvent, chemical, petroleum and edible oil product industries
worldwide and regionally, which our customers are operating in
Our
customers mainly operate in the solvent, chemical, petroleum and edible product oil industries, respectively. These industries are largely
cyclical in nature and economic downturns and resulting pricing pressures experienced by them have resulted in them reducing their capital
and operating expenditures. A slowdown in these industries or the occurrence of any event that may adversely affect these industries
such as changes in regulatory environment and economic conditions will result in a decrease in demand for our products and services,
and accordingly our business, profitability and financial performance may be adversely affected. These industries are also subject to
the impact of the industry cycle, general market and economic conditions and government policies and expenditures, which are factors
beyond our control. A decline in the number of purchase orders or service contracts due to these factors may cause us to operate in a
more competitive environment, and we may also be required to be more competitive in our pricing which, in turn, may adversely impact
our business, financial condition, results of operations and prospects.
We
are affected by regional and worldwide political, regulatory, social and economic conditions in the jurisdictions in which we and our
customers and suppliers operate and in the jurisdictions which we intend to expand our business
We
and our customers and suppliers are governed by the laws, regulations and government policies in each of the various jurisdictions in
which we and our customers and suppliers operate or into which we intend to expand our business and operations. Our business and future
growth are dependent on the political, regulatory, social and economic conditions in these jurisdictions, which are beyond our control.
Any economic downturn, changes in policies, currency and interest rate fluctuations, capital controls or capital restrictions, labor
laws, changes in environmental protection laws and regulations, duties and taxation and limitations on imports and exports in these countries
may materially and adversely affect our business, financial condition, results of operations and prospects.
Generally,
we fund our operations via our internal resources and short and long-term financing from banks and other financial institutions. Any
disruption, uncertainty and volatility in the global credit markets may limit our ability to obtain the required working capital and
financing for our business at reasonable terms and finance costs. If all or a substantial portion of our credit facilities are withdrawn
and we are unable to secure alternative funding on acceptable commercial terms, our operations and financial position will be adversely
affected. The interest rates for most of our credit facilities are subject to review from time to time by the relevant financial institutions.
Given that we rely on these credit facilities to finance our operations and that interest expenses represent a significant percentage
of our expenses, any increase in the interest rates of the credit facilities extended to us may have a material adverse impact on our
profitability.
Our
business is dependent on the general economic conditions in Singapore
Over
80% of our revenue was derived from our customers in Singapore during the financial years
ended May 31, 2024 and 2023. As such, our business is subject to the uncertainties and cyclical nature of the solvent, chemical, petroleum
and edible product oil industries in Singapore as the demand for our products and services is dependent, to a large extent, on the level
of business activities in the solvent, chemical, petroleum and edible product oil industries in Singapore. In particular, our revenue
and profitability may be adversely affected if the demand for solvent, chemical, petroleum and edible product oil products fall. In addition,
an economic downturn in Singapore may lead to a reduction in a numerous range of business activities, thereby leading to a subsequent
decline in demand for solvent, chemical, petroleum and edible product oil products, and this would have an adverse impact on our revenue
and financial performance.
As
our business is dependent on our customers’ demand for our products and services in Singapore and we do not enter into long-term
contracts with our customers, it is critical that we maintain a good relationship with our customers. We cannot assure you that we will
be able to do so. Accordingly, our historical performance may not be an indication of our future performance. In the event that we are
not able to maintain our customers and that we are not able to identify new ones to replace them, there would be an adverse impact on
our financial performance.
We
are dependent on the need to continually maintain a wide range of containers which are relevant to our customers’ needs
The
needs and preferences of our customers in terms of types and specifications of containers may change as a result of evolving needs, which
include plastic or metal industrial containers, new or used, with or without covers, caps, valves, handles, external metal frames, including
intermediate bulk containers (the “IBC”), plastic drums, metal drums, open-top drums and plastic carboys with different capacities
(the “Containers”).
Our
future success depends on our ability to obtain used and new Containers that meet evolving market demands of our customers. The preferences
and purchasing patterns of our customers can change rapidly due to developments in their respective industries. There is no assurance
that we will be able to respond to changes in the specifications of our customers in a timely manner. Our success depends on our ability
to adapt our products to the requirements and specifications of our customers. There is also no assurance that we will be able to sufficiently
and promptly respond to changes in customer preferences to make corresponding adjustments to our products or services, and failing to
do so may have a material and adverse effect on our business, financial condition, results of operations and prospects.
As
we want to ensure a quick turnaround time for our customers, we normally bid and tender for used Containers in bulk and recondition them
in anticipation of the needs of our customers. Reconditioned containers generally are used Containers, which have gone through the process
of: (i) revitalizing through removing their residues and labels; (ii) cleaning interiors and exteriors with vacuum suction, solvents
(such as kerosene, Toluene and degreaser), scrubber machines, high pressure water jets/washing hose shoots and/or specialized machines;
(iii) repainting their exterior; and/or (iv) restoring them through repairs As of May 31, 2024 and 2023 , we had inventories of
approximately $0.3 million and $0.3 million, respectively. Any change in customer demand for our products may have an adverse impact
on our product sales, which may in turn lead to inventory obsolescence, decline in inventory value or inventory write-off. In that case,
our business, financial condition, results of operations and prospects may be materially and adversely affected.
Escalating
steel price may increase our costs and adversely affect our profit margin
Over
70% of our revenue during the financial years ended May 31, 2024 and 2023 was derived from
the sale of Reconditioned and new Containers. The increase in the price of steel will generally lead to an increase in the price of new
steel Containers. As the price of used steel Containers is generally pegged to the price of new steel Containers, the fluctuation in
the price of steel (which is dependent on various factors such as the cost of raw materials, shipping cost, energy prices, demand and
supply) will have a direct impact on our operating costs, which in turn will affect our profit margin. As such, escalating steel price
may increase our costs and adversely affect our profit margin if we are unable to pass on the increase in costs to our customers, which
would have an adverse impact on our revenue and financial performance.
Our
continued success is dependent on our key management personnel and our experienced and skilled personnel and our business may be severely
disrupted if we are unable to retain them or to attract suitable replacements
Since
the commencement of our business, Mr. Lim CP, our Executive Director and Chief Executive Officer and one of our founding shareholders,
has been instrumental in expanding our business and his brother, Mr. Lim KS, has been supporting in sales since inception. His two sons,
namely and Mr. Lim TM and Mr. Lim TC also joined our Group in 1999 and 2003 to look after sales and operations, respectively. We rely
on the wide network, contacts and experience of our Executive Directors, Executive Officers and senior management Mr. Lim CP, Mr. Lim
KS, Mr. Lim TM, Mr. Lim TC, Mr. Liang Zhao Rong and Mr. Quek Che Wah, which was built collectively over four decades, in particular,
sourcing for used and new Containers from new and existing suppliers and sales of Reconditioned and used Containers.
Our
performance depends on the continued service and performance of our Executive Directors, Executive Officers and senior management, and
in particular Mr. Lim CP because he plays an important role in guiding the implementation of our business strategies and future plans.
The working and business relationships that our Executive Directors, Executive Officers and senior management have developed with our
main suppliers and customers over the years is important for the future development of our business. If any of our Executive Directors,
Executive Officers and senior management were to terminate their employment with our Group, there is no assurance that we would be able
to find suitable replacements with such a vast network of contacts and experience in a timely manner. The loss of services of any of
our Executive Directors, Executive Officers and senior management and/or the inability to identify, hire, train and retain other qualified
technical, mechanical and operations personnel in the future may materially and adversely affect our business, financial condition, results
of operations and prospects.
In
addition, although we are dependent on certain key personnel, we do not have any key man life insurance policies on any such individual.
Therefore, if any of our key management personnel dies or become disabled, we will not receive any compensation to assist with such individual’s
absence. The loss of such person could materially and adversely affect our business, financial condition, results of operations and growth
prospects.
We
are reliant on skilled labor
Our
operations are dependent on our ability to recruit and retain experienced and skilled workers, technicians, mechanics and drivers who
are trained and specialized in certain types of Reconditioning and water treatment processes, disposal of industrial wastes or provide
maintenance and repair support services. As there is a limited number of skilled personnel in the industry, competition for experienced
and skilled personnel is intense. In case of a shortage of such skilled labor for any part of our businesses, we may have to increase
their salaries in order to attract and retain their services which will result in an increase in our overall cost of sales and operating
expenses. In the event we are unable to pass on the increase in costs to our customers, our financial performance will be adversely affected.
We
rely on experienced and skilled personnel for our operations and services and our ability to provide good customer care service depends
to a large extent on whether we are able to secure adequately skilled personnel for our operations. If we are unable to employ suitable
personnel, or if our personnel do not fulfil their roles or if we experience a high turnover of experienced and skilled personnel without
suitable, timely or sufficient replacements, the quality of our products and/or services may decline, which may adversely affect our
business, financial condition, results of operations and prospects.
In
addition, the availability of both skilled and unskilled foreign labor is subject to policies imposed by the Ministry of Manpower of
Singapore (the “MOM”). The availability, requirements and costs of housing for such workers are also subject to government
policies. Over 50% of our employees as at May 31, 2024 were foreigner employees, any change in such policies may affect the supply of
foreign manpower and cause disruptions to our operations which will result in an increase in our labor costs and may have a material
adverse impact on our financial performance. Please refer to “Item 4. Information of the Company – Business Operations –
Regulatory Environment” on regulations on employment of foreign workers in Singapore.
We
are susceptible to fluctuations in the prices and quantity of available machineries and vehicles and their parts which are necessary
for our operations
The
operations of our Group are reliant on a lot of machineries and vehicles such as vacuum suction machine and forklifts. Please see “Item
4. Information on the Company – Business Operations” for further description of our machineries and vehicles. We are exposed
to fluctuations in the prices of machineries and vehicles which are necessary for our operations. In the event that we are unable to
source any specific parts required to maintain and service such machineries and vehicles at acceptable prices, or if we face any delays
or shortages in obtaining sufficient quantity of such parts, we may be unable to deliver our products and services in an efficient manner,
which may negatively impact our businesses. Such price fluctuations of machineries and vehicles and shortages and delays in machinery
and vehicle spare parts may have a negative impact on our profitability.
Our
reputation and profitability may be adversely affected if there are major defects or failures in our products or services sold to our
customers
As
our products may be used by our customers to carry toxic materials and/or hazardous substances and our services to our customers involve
the process, disposal and transport of industrial wastes, if there are major defects or failures in our products or services sold to
our customers, it may result in leakage of toxic materials and/or hazardous substances which may result in accidents, casualties as well
as serious environmental impacts, which in turn may lead to protracted legal disputes and damage to our reputation. We may also be subject
to legal and regulatory liabilities such as penalties, sanctions or significant costs and expenses in any dispute as a result of such
defects or failures in our products or services. In addition, the industry we operate in is highly regulated by the National Environment
Agency of Singapore (the “NEA”), the MOM and other regulatory authorities in Singapore. Where there is any non-compliance
of any regulatory requirement of the NEA, the MOM or other regulatory authorities in Singapore, we may be subject to penalties or sanctions
as may be imposed by them. This may have an adverse impact on our operations and financial performance.
We
believe that we have built up goodwill in our “Jurong Barrels” brand and thus customer loyalty over our close to 40 years
of operations. Hence, if there are any major defects or failures in our products or services, such as cracks and holes in our Containers,
negligence by our drivers, frequent breakdowns of our vehicles, or due to circumstances beyond our control resulting in negative publicity,
our reputation may be adversely affected and our customers may lose confidence in our products and services. In such event, our business
and hence our profitability and financial performance may be adversely affected.
Our
reputation and financial performance may be adversely affected if there is prolonged machine or vehicle downtime
Machine
or vehicle downtime occurs when our machine or vehicle is sent for repair and maintenance instead of being deployed for our operations
jobsites. In the event that any of our machineries or vehicle experience prolonged downtime due to repair and maintenance needs, our
operations and/or our services to our customers may be interrupted or delayed which may affect our reputation as well as our financial
performance. Further, newer forms of machineries or vehicles may also be more sophisticated with the incorporation of newer technologies
which makes repair and maintenance of such machineries or vehicles more time consuming. Although our repair and maintenance team are
constantly upgrading their technical skills and know-how to keep up with the advancement of technologies, there is no assurance that
we will be able to minimize the time required for repair and maintenance.
We
are exposed to disputes and claims arising from accidents due to the usage of our products and services
Our
customers mainly operate in the solvent, chemical, petroleum and edible product oil industries and some are a high-risk industries in
which risks of accidents and fatalities are more likely to occur. Claims may be made against us if our products and/or services are involved
in such accidents and/or fatalities on grounds such as cracks, holes or defects in our products and failure to adhere to health and safety
standards by our drivers or forklift operators. In the event that we are required to pay damages arising from disputes, our reputation
and profitability will be adversely affected.
Some
of these accidents may result in damages to property and equipment, personal injury and/or deaths to our employees or third parties.
Although we have sought to minimize the risk of such liabilities by regular servicing and maintenance of our machineries and vehicles,
our stringent internal quality control procedures and obtaining the appropriate and necessary insurance coverage for our operations and
employees, we believe that it is impossible for us to be fully insured against every conceivable risk that we may be exposed to.
If
any accidents are not covered by our insurance policies and claims arising from such accidents are in excess of our insurance coverage
or if any of our insurance claims are contested by any insurance company, we may be required to pay for such compensation, which may
have a material and adverse impact on our financial performance. In addition, the payment by our insurers of such insurance claims may
result in increases in the premiums payable by us for our insurances. This will also increase the costs of our operations and adversely
affect our financial performance.
Increased
competition in the Reconditioned and new Containers sales business in Singapore may affect our ability to maintain our market share and
growth
Our
revenue is mainly generated from the sale of Reconditioned and new Containers. Even though the market is relatively consolidated, our
competitors may possess greater financial resources and more up-to-date machineries with better specifications. They may also offer a
wider range of products and services with greater marketing resources and have a larger customer base.
Entry
of new competitors in the market or market consolidation could also increase the degree of competition within the industry. Our continued
success depends on our ability to compete with our competitors as well as our ability to compete successfully in the future against existing
or potential competitors or to adapt to changes in market conditions and demands. In the event we are unable to compete successfully
against existing or potential competitors or to adapt to changes in market conditions and demands, our business and financial performance
may be adversely affected.
We
maintain good working relationships with our suppliers and customers, and have a wide range of products and services for our customers’
needs. However, there is no assurance that our existing suppliers and customers will continue to work with us. In the event that our
suppliers and customers choose to work with our competitors and/or our experienced and skilled employees choose to join our competitors,
we may be unable to maintain our competitive position and our business, financial condition, results of operations and prospects may
be materially and adversely affected.
Our
business is significantly dependent on our major customers’ needs and our relationships with them. We may be unsuccessful in attracting
new customers
Our
aggregate sales generated from our top five customers amounted to approximately 30% and 31.6% of our revenue for the financial years
ended May 31, 2024 and 2023, respectively. In particular, sales to our largest customer amounted to approximately $1.3 million and
approximately $1.8 million, representing approximately 14.2% and 16.4% of our total revenue for the financial years ended May 31,
2024 and 2023, respectively. Accordingly, our sales would be significantly affected by changes in our relationship with or in the
needs of our major customers, particularly our largest customer, as well as other factors that may affect their purchases from us,
many of which are beyond our control. Any adverse changes in the economic conditions in the markets in which our customers operate
and in their business expansion plans may negatively affect their purchase decisions and result in a reduction in demand for our
products and services.
In
addition, there is generally no long-term commitment from customers for our products and services. If we fail to quote a competitive
price to a customer, or if the quality of our products and/or services does not meet a customer’s specifications or if there is
any disruption to our business relationship with a customer, we may be unable to secure further business from such customer. Any significant
decrease in sales to any of our customers for any reason, including any disruption to our business relationship with them, may materially
and adversely affect our business, financial condition, results of operations and prospects.
We
are exposed to the credit risks of our customers
We
extend credit terms to our customers. Our average accounts receivable turnover days were approximately 66 days and 78 days for the financial
years ended May 31, 2024 and 2023, respectively. Our customers may be unable to meet their contractual payment obligations to us, either
in a timely manner or at all. The reasons for payment delays, cancellations or default by our customers may include insolvency or bankruptcy,
or insufficient financing or working capital due to late payments by their respective customers. While we did not experience any material
order cancellations by our customers during the financial years ended May 31, 2024 and 2023, there is no assurance that our customers
will not cancel their orders and/or refuse to make payment in the future in a timely manner or at all, especially in times of economic
downturns. We may be unable to enforce our contractual rights to receive payment through legal proceedings. In the event we are unable
to collect payments from our customers, we are still obliged to pay our suppliers in a timely manner and thus our business, financial
condition and results of operations may be adversely affected.
We
are dependent on our key suppliers for our supply of Containers
We
have maintained long-standing relationships with a reliable group of suppliers, from whom we source good quality and competitively priced
Containers. Our sale of Containers business is dependent on our ability to obtain a supply of such good quality and reliable Containers
from our suppliers at competitive prices. We consider suppliers that account for more than 10% of our total purchasing as major suppliers.
We are dependent on one such major supplier who accounted for approximately 6.4% and 8.5% of our Group’s total purchases during
the financial years ended May 31, 2024 and 2023, respectively. As we do not have long-term supply contracts with our major suppliers,
and for used Containers, the supply is on an ad-hoc basis as and when they are available for sale, there can be no assurance that we
will have continued access to a sufficient supply of good quality used and new Containers at competitive prices. In the event we are
unable to obtain good quality Containers from our major suppliers at competitive prices, we may have to seek alternative sources from
other suppliers and may be charged higher prices and will be subject to the quality of the equipment purchased from alternative suppliers
whom we are not familiar with. In the event we purchase inferior Containers from such alternative suppliers, our operations, reputation,
profitability and financial performance may be materially and adversely affected.
Our
business is subject to potential supply chain interruptions
We
work with third party logistic providers for the import, export and transportation of our Containers. We depend on such third-party service
providers’ abilities to timely deliver our Containers as part of supply chain logistics. The factors that can potentially adversely
affect our operations include, but are not limited to:
|
● |
interruptions to our delivery
capabilities; |
|
● |
failure of third-party
service providers to meet our standards or their commitments to us; |
|
● |
increasing transportation
costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which
may or may not be readily available; and |
|
● |
COVID-19 and disruptions
as a result of efforts to control or mitigate the COVID-19 pandemic (such as facility closures, governmental orders, outbreaks and/or
transportation capacity). |
Any
disruption to, or inefficiency in, the supply chain network of our third-party service providers, whether due to geopolitical conflicts,
COVID-19, outbreaks, or other factors, could potentially affect our revenue and profitability. If we fail to manage these risks effectively,
we could potentially experience a material adverse impact to our reputation, financial performance and profitability.
We
may be affected if we are found to be in breach of any lease agreements entered into by us
We
have leased our plant located in Singapore (the “Plant”) from Jurong Town Corporation (“JTC”) up to May 15, 2041
and our warehouse also located in Singapore (the “Warehouse”) from KDS Steel Pte Ltd, (“KDS”), a company incorporated
in Singapore and a direct wholly-owned subsidiary of E U Holdings Pte Ltd, a company incorporated in Singapore (“E U Holdings”),
up to May 31, 2025 and are subject to certain terms and conditions under such lease agreements, such as requirement to obtain approval
from JTC for erecting any structure on the Plant. As such, we may be exposed to regulatory (in the case of the lease from JTC only) and
enforcement risks if we are found to be in breach of any term or condition of our leases agreements. See “Item 4. Information on
the Company – Business Operations – Real Property and Equipment”.
Our
business and operations may be materially and adversely affected in the event of a re-occurrence or a prolonged global pandemic outbreak
of COVID-19
The
global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has caused minimal disruption to our operations
as well as the operations of most of our customers and suppliers, as our businesses are classified as essential services by the Singapore
government which were allowed to operate normally during the lockdown periods. If the development of the COVID-19 outbreak becomes more
severe and/or new variants of COVID-19 evolve to be more transmissible and virulent than the existing strains, this may result in a tightening
of restrictions and regulations on businesses which may impact us and our customers and suppliers. If we or our customers and suppliers
are forced to close down our/their businesses with prolonged disruptions to our/their operations, we may fail to fulfill our orders on
time to our customers, experience a delay or shortage of raw materials, supplies and/or services by our suppliers, or termination of
our orders and contracts by our customers. In addition, if any of our employees are suspected of having contracted COVID-19, some or
all of our employees may be quarantined thus causing a shortage of labor and we will be required to disinfect our workplace and our production
and processing facilities. In such event, our operations may be severely disrupted. If the COVID-19 pandemic is prolonged, it will have
a negative impact on the local, regional and global economy, which will have negative impacts on our customers’ businesses and
hence our businesses will also be affected. All these may have a material and adverse effect on our business, financial condition and
results of operations.
In
addition, tightened travel restrictions by the Singapore or other governments may make it more difficult for us to hire suitable manpower
from overseas jurisdictions. This may lead to a stagnation in our workforce strength, thereby affecting our potential growth as we rely
heavily on skilled labor, which may be a material and adverse effect on our business, financial condition and results of operations.
We
may be affected by an outbreak of other infectious diseases
An
outbreak of infectious diseases such as severe acute respiratory syndrome and avian influenza or new forms of infectious diseases in
the future, such as monkey pox, may potentially affect our operations as well as the operations of our customers and suppliers. In the
event that any of the employees in any of our offices or plants or those of our customers and suppliers is affected by any infectious
disease, we or our customers and suppliers may be required to temporarily shut down our or their offices or plants to prevent the spread
of the diseases. This may have an adverse impact on our revenue and financial performance.
We
are exposed to risks arising from fluctuations of foreign currency exchange rates
Our
reporting currency is Singapore Dollar and a portion of our overseas procurement is denominated in foreign currencies, mainly in United
States Dollars. We may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our
reporting currency.
We
may be unable to obtain the necessary licenses, approvals or permits for our operations
As
our business involves the transport, storage, process, use and disposal of toxic materials and/or hazardous substances, various licenses,
approvals and permits are material for our Group’s operation and some of our employees (such as drivers and forklift operators)
are also required to obtain certain permits or certifications. Please refer to the “Item 4. Information of the Company –
Business Operations”. The licenses, approvals and permits are generally subject to conditions stipulated in such licenses, approvals
and permits and/or the relevant laws and regulations under which such licenses and permits are issued. Failure to comply with such conditions,
laws or regulations could result in us being penalized or the revocation or non-renewal of the relevant license, approval or permit.
Accordingly, we have to constantly monitor and ensure our compliance with such conditions imposed, if any. A failure to comply with such
conditions may result in the revocation or non-renewal of any of the relevant licenses, approvals and permits which may impact our ability
to carry out our business and operations. In addition, compliance with changes in government legislation, regulations or policies may
increase our costs and any significant increase in licensing and compliance costs arising from such changes may adversely affect our
financial performance. In such event, our business and profitability would be materially and adversely affected.
We
are subject to environmental, health and safety regulations, and may be adversely affected by new and changing laws and regulations
We
are subject to laws, regulations and policies relating to the protection of the environment and to workplace health and safety. We are
required to adopt measures to control the discharge of polluting matters, wastewater discharge and hazardous substances and noise at
our Plant and Warehouse in accordance with such applicable laws and regulations and to implement such measures that ensure the safety
and health of our employees. Changes to current laws, regulations or policies or the imposition of new laws, regulations and policies
affecting our operations could impose new restrictions or prohibitions on our current practices. We may incur significant costs and expenses
and need to budget additional resources to comply with any such requirements, which may have a material and adverse effect on our business,
financial condition, results of operations and prospects.
Our
insurance policies may be inadequate to cover our assets, operations and any loss arising from business interruptions
We
face the risk of loss or damage to our Plant, Warehouse and our assets due to fire, theft or other natural disasters in Singapore. Such
events may also cause a disruption or cessation in our business operations, and thus may adversely affect our financial results. Our
insurance coverage may not be sufficient to cover all our potential losses. If there are losses which exceed the insurance coverage or
are not covered by our insurance policies, we will remain liable for any liability, debt or other financial obligation related to such
losses. We do not have any insurance coverage for business interruptions.
Due
to the nature of our operations, there is also a risk of accidents occurring either to our employees or to third parties on our premises
and/or on our customers’ premises during the course of operations. In the event that any claims arise in respect of such occurrences
and liability for such claims are attributed to us or that our insurance coverage is insufficient, we may be exposed to losses which
may adversely affect our profitability and financial position.
We
may require additional financing in the future to fund our operations and future growth
We
require financing to fund our operations. In view of the fast-changing business requirements and market conditions, we may be required
to expand our capabilities and business through acquisitions, investments, joint-ventures and/or strategic partnerships with parties
who are able to add value to our business. If such situation arises, we may require additional funds to take advantage of these opportunities.
If
our funding requirements are met by way of additional debt financing, we may be subject to restrictions under such debt financing arrangements
which may:
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● |
limit our ability to pay
dividends or require us to seek consent for the payment of dividends; |
|
● |
increase our vulnerability
to general adverse economic and industry conditions; |
|
● |
limit our ability to pursue
our growth plans; |
|
● |
require us to dedicate
a substantial portion of our cash flow from operations to payment for our debt, thereby reducing the availability of our cash flow
to fund other capital expenditure, working capital requirements and other general corporate purposes; or |
|
● |
limit our flexibility in
planning for, or reacting to, changes in our business and our industry. |
We
may be harmed by negative publicity
We
derive most of our customers through word of mouth and we rely on the positive feedback of our customers. Thus, customer satisfaction
with our products and services is critical to the success of our business as this will also result in potential referrals to new customers
from our existing customers. If we fail to meet our customers’ expectations, there may be negative feedback regarding our products
and/or services, which may have an adverse impact on our business and reputation. In the event we are unable to maintain a high level
of customer satisfaction or any customer dissatisfaction is inadequately addressed, our business, financial condition, results of operations
and prospects may also be adversely affected.
Our
reputation may also be adversely affected by negative publicity in reports, publications such as major newspapers and forums, or any
other negative publicity or rumors. There is no assurance that our Group will not experience negative publicity in the future or that
such negative publicity will not have a material and adverse effect on our reputation or prospects. This may result in our inability
to attract new customers or retain existing customers and may in turn adversely affect our business and results of operations.
If
we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property
rights, our business could suffer
Our
business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as our
customer lists and information and business methods. We rely on trade secrets, confidentiality policies, non-disclosure and other contractual
arrangements and copyright and trademark laws to protect our intellectual property rights. However, we may not adequately protect these
rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use
of, or to take appropriate or timely steps to enforce, our intellectual property rights may harm our business. Also, third parties may
claim that our business operations infringe on their intellectual property rights. These claims may harm our reputation, be a financial
burden to defend, distract the attention of our management and prevent us from offering some products and/or services. Intellectual property
is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure if
the mobile devices are lost or stolen and the information has not been adequately safeguarded or encrypted. This also makes it easier
for someone with access to our systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage.
The
war in Ukraine could materially and adversely affect our business and results of operations
The
recent outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and
gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s
recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European
Union, Singapore and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect
global energy and financial markets and thus could affect our customers’ businesses and our business, even though we do not have
any direct exposure to Russia or the adjoining geographic regions.
In
addition, Russia and Ukraine are major exporters of oil and critical minerals needed by our customers, which could have a significant
negative impact on many of our customers in the various industries as well as the cost of our metal Containers. The extent and duration
of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions
caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. As of the date
of this Annual Report, the war in Ukraine has not had a material or adverse effect upon the Company; however, we cannot predict the progress
or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged
unrest, intensified military activities or more extensive sanctions impacting the region could have a material adverse effect on the
global economy, including the businesses of our customers, and such effect could in turn have a material adverse effect on our business,
financial condition, results of operations and prospects.
We
are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, adverse weather conditions and other
uncontrollable events
Unforeseeable
circumstances and other factors such as power outages, labor disputes, adverse weather conditions or other catastrophes, epidemics or
outbreaks may disrupt our operations and cause loss and damage to our Plant and Warehouse, and acts of war, terrorist attacks or other
acts of violence may further materially and adversely affect the global financial markets and consumer confidence. Our business may also
be affected by macroeconomic factors in the countries in which we operate, such as general economic conditions, market sentiment, social
and political unrest and regulatory, fiscal and other governmental policies, all of which are beyond our control. Any such events may
cause damage or disruption to our business, markets, customers and suppliers, any of which may materially and adversely affect our business,
financial condition, results of operations and prospects.
We
may be unable to successfully implement our business strategies and future plans
As
part of our business strategies and future plans, we intend to expand our range of products and services, increase our storage facilities
and capabilities as well as consider potential business opportunities through mergers and acquisitions and joint ventures. While we have
planned such expansion based on our outlook regarding our business prospects, there is no assurance that such expansion plans will be
commercially successful or that the actual outcome of those expansion plans will match our expectations. The success and viability of
our expansion plans are dependent upon our ability to successfully predict the types of Containers which are popular amongst our customers
or potential customers, hire and retain skilled employees to carry out our business strategies and future plans and implement strategic
business development and marketing plans effectively and upon an increase in demand for our products and services by existing and new
customers in the future.
Further,
the implementation of our business strategies and future plans may require substantial capital expenditure and additional financial resources
and commitments. There is no assurance that these business strategies and future plans will achieve the expected results or outcome such
as an increase in revenue that will be commensurate with our investment costs or the ability to generate any costs savings, increased
operational efficiency and/or productivity improvements to our operations. There is also no assurance that we will be able to obtain
financing on terms that are favorable, if at all. If the results or outcome of our future plans do not meet our expectations, if we fail
to achieve a sufficient level of revenue or if we fail to manage our costs efficiently, we may not be able to recover our investment
costs and our business, financial condition, results of operation and prospects may be adversely affect
Risks
Related to Our Securities
There
has been no public market for our Ordinary Shares prior to our Offering. . If an active trading market for our Ordinary Shares does not
develop or continue to develop and the trading price for our Ordinary Shares fluctuates significantly, shareholders may not be able to
resell our Ordinary Shares at any reasonable price.
On
August 28, 2024, we completed our Offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share. The total net
proceeds to the Company from the Offering, after deducting discounts, expenses allowance and expenses, were approximately $6.7 million.
The Ordinary Shares began trading on August 27, 2024 on the Nasdaq under the trading symbol “JBDI”. We cannot assure you
that a liquid public market for our Ordinary Shares will be maintained. If an active public market for our Ordinary Shares is not maintained,
the market price and liquidity of our Ordinary Shares may be materially and adversely affected.
If
we fail to meet applicable listing requirements, Nasdaq may delist our Ordinary Shares from trading, in which case the liquidity and
market price of our Ordinary Shares could decline.
Our
Ordinary Shares are listed on Nasdaq. We cannot assure you, however, that we will be able to meet the continued listing standards of
Nasdaq in the future. If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders
could face significant material adverse consequences, including:
|
● |
a limited availability
of market quotations for our Ordinary Shares; |
|
● |
reduced liquidity for our
Ordinary Shares; |
|
● |
a determination that our
Ordinary Shares are “penny stock,” which would require brokers trading in our Ordinary Shares to adhere to more stringent
rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; |
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● |
a limited amount of news
about us and analyst coverage of us; and |
|
● |
a decreased ability for
us to issue additional equity securities or obtain additional equity or debt financing in the future. |
The
U.S. National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities,
which are referred to as “covered securities.” Although the states are pre-empted from regulating the sale of our securities,
this statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent
activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed
on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our
securities.
The
trading price of our Ordinary Shares may be volatile, which could result in substantial losses to investors.
The
trading price of our Ordinary Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because
of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business
operations located mainly in Singapore that have listed their securities in the United States. In addition to market and industry factors,
the price and trading volume for our Ordinary Shares may be highly volatile for factors specific to our Operating Subsidiaries’
operations, including the following:
|
● |
fluctuations in our Operating
Subsidiaries’ revenues, earnings and cash flow; |
|
● |
changes in financial estimates
by securities analysts; |
|
● |
additions or departures
of key personnel; |
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● |
release of lock-up or other
transfer restrictions on our outstanding equity securities or sales of additional equity securities; and |
|
● |
potential litigation or
regulatory investigations. |
Any
of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.
In
the past, shareholders of public companies have often brought securities class action suits against those companies following periods
of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount
of our management’s attention and other resources from our business and operations and require us to incur significant expenses
to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our
reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be
required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.
If
securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations
regarding our shares, the market price for our shares and trading volume could decline.
The
trading market for our Ordinary Shares may be influenced by research or reports that industry or securities analysts publish about our
business. If one or more analysts who cover us downgrade our Ordinary Shares, the market price for our Ordinary Shares would likely decline.
If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial
markets, which in turn could cause the market price or trading volume for our Ordinary Shares to decline.
The
sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
Sales
of substantial amounts of our Ordinary Shares in the public market could adversely affect the market price of our Ordinary Shares and
could materially impair our ability to raise capital through equity offerings in the future. As of the date of this Annual Report, we
have 19,787,500 Ordinary Shares issued and outstanding. The Ordinary Shares sold in our Offering are freely tradable without restriction
or further registration under the Securities Act, and Ordinary Shares held by our existing shareholders may also be sold in the public
market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements.
In connection with our Offering, our directors and officers and certain shareholders agreed not to sell any shares until 180 days after
the date of closing of the Offering without the prior written consent of the underwriters, subject to certain exceptions. However, the
underwriters may release these securities from these restrictions at any time, subject to applicable regulations of FINRA. We cannot
predict what effect, if any, market sales of securities held by our controlling shareholder or any other shareholder or the availability
of these securities for future sale will have on the market price of our shares. See ‘Item 7. Major Shareholders and Related Party
Transactions”.
Short
selling may drive down the market price of our Ordinary Shares.
Short
selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention
of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value
of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay
less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline,
many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its
business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These
short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity,
whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such
allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the
manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of
commercial confidentiality.
Because
we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return
on your investment.
We
currently intend to retain all of our available funds and any future earnings to fund the development and growth of our business. As
a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our
Ordinary Shares as a source for any future dividend income. Our Board of Directors has complete discretion as to whether to distribute
dividends, subject to certain requirements of Singapore law. Even if our Board of Directors decides to declare and pay dividends, the
timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow,
our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition,
contractual restrictions and other factors as determined by our Board of Directors. Accordingly, a return on investment in our Ordinary
Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares.
If
we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States
federal income tax consequences.
A
non-U.S. corporation such as ourselves may be classified as a passive foreign investment company, which is known as a PFIC, for any taxable
year if, for such year, either
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At least 75% of our gross
income for the year is passive income; or |
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The average percentage
of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the
production of passive income is at least 50%. |
Passive
income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade
or business) and gains from the disposition of passive assets.
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who
holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional
reporting requirements.
It
is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive
income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we
treat our affiliated entity as being owned by us for United States federal income tax purposes, not only because we exercise effective
control over the operation of such entity but also because we are entitled to substantially all of its economic benefits, and, as a result,
we consolidate its operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S.
corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least
25% of the equity by value.
Our
controlling shareholders have substantial influence over the Company. Their interests may not be aligned with the interests of our other
shareholders, and it could prevent or cause a change of control or other transactions.
As
of the date of this Annual Report, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC (collectively, the “Controlling
Shareholders”), own approximately 79.7% of our total issued and outstanding Ordinary Shares, representing approximately 79.7% of
the total voting power. . Accordingly, Cur controlling Shareholders could control the outcome of any corporate transaction or other matter
submitted to the shareholders for approval, including mergers, consolidations, the election of directors and other significant corporate
actions, including the power to prevent or cause a change in control. Without the consent of our Controlling Shareholder, we may be prevented
from entering into transactions that could be beneficial to us or our minority shareholders. In addition, our directors and officers
could violate their fiduciary duties by diverting business opportunities from us to themselves or others. The interests of our largest
shareholders may differ from the interests of our other shareholders. The concentration in the ownership of our shares may cause a material
decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Item
7. Major Shareholders and Related Party Transactions”.
As
a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance
matters that differ significantly from Nasdaq corporate governance listing standards. These practices may afford less protection to shareholders
than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.
As
a foreign private issuer whose Ordinary Shares are listed on the Nasdaq, we rely on a provision in the Nasdaq corporate governance listing
standards that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow
certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S.
companies listed on the Nasdaq.
For
example, we are exempt from Nasdaq regulations that require a listed U.S. company to:
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have a majority of the
board of directors consist of independent directors; |
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require non-management
directors to meet on a regular basis without management present; |
|
● |
have an independent compensation
committee; |
|
● |
have an independent nominating
committee; and |
|
● |
seek shareholder approval
for the implementation of certain equity compensation plans and dilutive issuances of Ordinary Shares, such as transactions, other
than a public offering, involving the sale of 20% or more of our Ordinary Shares for less than the greater of book or market value
of the shares. |
As
a foreign private issuer, we are permitted to follow home country practice in lieu of the above requirements. Our audit committee is
required to comply with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on the Nasdaq.
Therefore, we have a fully independent audit committee, in accordance with Rule 10A-3 of the Exchange Act. However, because we are a
foreign private issuer, our audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed
U.S. companies, including the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,”
using more stringent criteria than those applicable to us as a foreign private issuer.
Further,
because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations
in the United States that are applicable to U.S. domestic issuers, including:
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● |
the rules under the Exchange
Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; |
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the sections of the Exchange
Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; |
|
● |
the sections of the Exchange
Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit
from trades made in a short period of time; and |
|
● |
the selective disclosure
rules by issuers of material non-public information under Regulation FD. |
We
are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish
our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of Nasdaq. Press
releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we
are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the
SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to
you if you were investing in a U.S. domestic issuer.
You
may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because
we are incorporated under Cayman Islands law.
We
are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed
by our Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders
to take action against our directors and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman
Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in
part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally
of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties
of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some
jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States,
and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a
shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments
obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal
judgment of a foreign court of competent jurisdiction without retrial on the merits.
Shareholders
of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than
the Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Our directors are not required
under our Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may
make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit
proxies from other shareholders in connection with a proxy contest.
Certain
corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies
incorporated in other jurisdictions such as the U.S. Currently, we plan to rely on home country practice with respect to any corporate
governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations
applicable to U.S. domestic issuers.
As
a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken
by our management, members of the Board of Directors or controlling shareholders than they would as public shareholders of a company
incorporated in the United States.
Certain
judgments obtained against us by our shareholders may not be enforceable.
We
are a Cayman Islands exempted company with limited liability and substantially all of our assets are located outside of the United States.
In addition, all of our Directors and Executive Officers are nationals and residents of countries other than the United States and substantially
all of the assets of these persons are located outside the United States. Service of court documents on a Cayman Islands company can
be effected by serving the documents at the company’s registered office and it may be is possible to enforce foreign judgments
in the Cayman Islands against a Cayman Islands company, subject to some exceptions. However, if investors wish to serve documents on
and/or enforce foreign judgments against our Directors and Executive Officers, they will need to ensure that they comply with the rules
of the jurisdiction where our Directors and Executive Officers are located. As a result, it may be difficult for a shareholder to effect
service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts,
including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United
States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce
a judgment against our assets or the assets of our Directors and Executive Officers. For more information regarding the relevant laws
of the Cayman Islands, see “Enforcement of Civil Liabilities.” As a result of all of the above, our shareholders may have
more difficulties in protecting their interests through actions against us or our Directors, Executive Officers or major shareholders
than would shareholders of a corporation incorporated in a jurisdiction in the United States, depending on where our Directors and Executive
Officers are located.
We
are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
We
are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various
requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth
company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain
information they may deem important.
The
JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards
until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words,
an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We have elected to take advantage of the extended transition period, although we have early adopted certain
new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future
financial statements may not be comparable to other public companies that comply with the public company effective dates for these new
or revised accounting standards.
We
may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
As
discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and
current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business
Day of an issuer’s most recently completed fiscal quarter, and, accordingly, the next determination will be made with respect to
us on August 31, 2025. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting
securities are owned by U.S. residents and (2) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we
fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer
status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are
more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy
requirements, and our Directors, Executive Officers and 10% shareholders will become subject to the short-swing profit disclosure and
recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate
governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer,
we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.
We
have incurred significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares
on the Nasdaq.
We
were listed on the Nasdaq on August 27, 2024. We have and will continue to incur additional legal, accounting and other expenses as a
public reporting company and particularly after we cease to qualify as an emerging growth company. For example, we are required to comply
with the additional requirements of the rules and regulations of the SEC and Nasdaq rules, including applicable corporate governance
practices. Compliance with these requirements has increase our legal and financial compliance costs and made some activities more time-consuming
and costly. In addition, our management and other personnel has diverted attention from operational and other business matters to devote
substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a
result.
In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations
and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application
in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to
invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative
expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our
efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due
to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our
business may be adversely affected.
The
Ordinary Shares could be delisted under the HFCA Act if the PCAOB is unable to inspect our auditors who are located in Singapore
The
HFCA Act was enacted on December 18, 2020. The HFCA Act states if the SEC determines that a company has filed audit reports issued by
a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021,
the SEC shall prohibit the company’s shares from being traded on a national securities exchange or in the over-the- counter trading
market in the United States. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure
and documentation requirements of the HFCA Act. A company will be required to comply with these rules if the SEC identifies it as having
a “non-inspection” year under a process to be subsequently established by the SEC. The SEC is assessing how to implement
other requirements of the HFCA Act, including the listing and trading prohibition requirements described above. On June 22, 2021, the
U.S. Senate passed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive
non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years. On December 2, 2021,
the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act. The rules apply
to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting
firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position
taken by an authority in foreign jurisdictions. On December 16, 2021, PCAOB announced the PCAOB HFCA Act determinations (the “PCAOB
determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms
headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position
taken by one or more authorities in the PRC or Hong Kong.
Our
auditor, Onestop Assurance PAC, the independent registered public accounting firm that issued the audit report included in this Annual
Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to
the laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional
standards. Onestop Assurance PAC is headquartered in Singapore and has been inspected by the PCAOB on a regular basis, with the last
inspection on July 13, 2023. Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the PCAOB
determinations. However, the recent developments add uncertainties, and we cannot assure you whether the Nasdaq or regulatory authorities
would not apply additional and/or more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures
and quality control procedures, the adequacy of personnel and training or the sufficiency of resources, geographic reach or experience
as it relates to the audit of our financial statements.
ENFORCEABILITY
OF CIVIL LIABILITIES
Our
Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman
Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective
judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional
and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides
less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.
All
of our current operations are conducted outside of the United States and all of our current assets are located outside of the United
States, with the majority of our operations and current assets being located in Singapore. All of the Directors and Executive Officers
of our Company and the auditors of our Company reside outside the United States and substantially all of their assets are located outside
the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or
any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including
judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.
We
have appointed Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168 as our agent upon
whom process may be served in any action brought against us under the securities laws of the United States.
ITEM
4. INFORMATION ON THE COMPANY
CORPORATE
HISTORY AND STRUCTURE
Corporate
Structure
Our
Company was incorporated in the Cayman Islands on October 11, 2022 under the Companies Act as an exempted company with limited liability.
Our authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value of $0.001 each. On February 7, 2024, for
purposes of recapitalization in anticipation of our Offering, the Company’s shareholders passed resolutions to effect a 1:2 share
sub-division (a “forward stock split”) and to change the Company’s authorized share capital to $500,000 divided into
1,000,000,000 ordinary shares, of a par value of $0.0005 each.
Prior
to a group reorganization, JBDI was the holding company of a group of companies comprised of JBDI Investments, Jurong Barrels and JBD
Systems. JBDI held as to 52.16% by E U Holdings, 4.76% by Mr. Lim CP, 14.26% by Ms. Siow KL, 4.76% by Mr. Lim KS, 14.26% by Mr. Lim TC,
4.90% by Goldstein and 4.90% by Arc Development, the latter two of which are an independent third parties. Upon completion of the reorganization,
E U Holdings owned 4,704,180 Ordinary Shares, Mr. Lim CP owns 429,292 Ordinary Shares, Ms. Siow KL owns 1,286,074 Ordinary Shares, Mr.
Lim KS owns 429,292 Ordinary Shares, Mr. Lim TC owns 1,286,074 Ordinary Shares, Goldstein owns 441,919 Ordinary Shares and Arc Development
owns 441,919 Ordinary Shares of the Company respectively, and JBDI, JBDI Investments, Jurong Barrels and JBD Systems become directly/indirectly
owned subsidiaries. Upon completion of our reorganization whereby the entire share capital of JBDI, JBDI Investments, Jurong Barrels
and JBD Systems were transferred to us, our Group comprised JBDI, JBDI Investments, Jurong Barrels and JBD Systems as our direct and
indirect wholly-owned subsidiaries, respectively.
Organization
Chart
The
chart below sets out our corporate structure as at the date of this Annual Report.
(1) |
E U Holdings,
a company incorporated in Singapore and owned as to 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
Entities
A
description of our principal operating subsidiaries is set out below.
JBDI
Investments
On
October 10, 2022, JBDI Investments was incorporated in British Virgin Islands as a private company with limited liability. As part of
a group reorganization effective May 30, 2023, JBDI Investments became a direct wholly-owned subsidiary of our Company.
Jurong
Barrels
On
November 17, 1983, Jurong Barrels was incorporated in Singapore as a private company with limited liability. Jurong Barrels commenced
business in 1984 and is principally engaged in the sale and distribution of revitalized and Reconditioned steel drums in Singapore. As
part of a group reorganization effective May 30, 2023, Jurong Barrels became an indirect wholly-owned subsidiary of our Company.
JBD
Systems
On
May 4, 2017, JBD Systems was incorporated in Singapore as a private company with limited liability. JBD Systems’ main business
is the provision of wastewater treatment services. As part of a group reorganization effective May 30, 2023, JBD Systems became an indirect
wholly-owned subsidiary of our Company.
Key
Milestones
The
key milestones in the development of our Group are highlighted chronologically below:
Year |
|
Milestones |
1976 |
|
Mr. Lim CP joined our business
to assist his father and to be groomed to take over the business and thereafter, registered Lim Chwee Poh Trading Co. |
|
|
|
1983 |
|
Mr. Lim CP and his partner
registered the company, Good Industries Pte Ltd, to commence the business in the trading of used Containers. |
|
|
|
1984 |
|
Mr. Lim CP together with
his 2 brothers acquired the shares of his partner and Good Industries Pte Ltd changed its name to Jurong Barrels. |
|
|
|
1994 |
|
Jurong Barrels took over
the entire business operations of Lim Chwee Poh Trading Co. and Lim Chwee Poh Trading Co. ceased to carry on business. |
|
|
|
2005 |
|
Jurong Barrels acquired
KDS as a wholly-own subsidiary to expand its warehousing facilities. |
|
|
|
2016 |
|
Mr. Lim CP’s brothers
divested their 60% stake in Jurong Barrels and 100% stake in KDS respectively to E U Holdings. |
|
|
|
2017 |
|
Jurong Barrels ventured
into the waste water treatment business holding a 51% stake in JBD Systems. |
|
|
|
2020 |
|
Jurong Barrels acquired
the remaining 49% stake in JBD Systems to consolidate 100% control. |
|
|
|
2024 |
|
Completed our Offering
of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share and the Ordinary Shares began trading on August 27,
2024 on the Nasdaq under the trading symbol “JBDI”. |
INDUSTRY
AND MARKET OVERVIEW
All
the information and data presented in this section have been derived from Frost & Sullivan Limited’s (“Frost & Sullivan”)
industry report commissioned by us entitled “The Singapore Drum Reconditioning Market” (the “Frost & Sullivan Report”)
dated March 2023 unless otherwise noted. Frost & Sullivan has advised us that the statistical and graphical information contained
herein is drawn from its database and other sources. The following discussion contains projections for future growth, which may not occur
at the rates that are projected or at all.
OVERVIEW
OF MACRO ECONOMIC ENVIRONMENT IN SINGAPORE
Oil
Consumption in Singapore
Oil
consumption in Singapore has declined slightly at a CAGR of approximately-1.2% during 2016 to 2022, from 1,372 thousand barrels per day
to 1,278 thousand barrels per day during 2016 to 2022. The slight decline was primarily owing to the outbreak of the COVID-19 where business
operations, manufacturing pipelines and the transportation and logistics industry were heavily disrupted and subdued.
Source:
The Frost & Sullivan Report
Note:
Latest Available Figure in 2022
Export
volume of Organic Chemical
The
export volume of organic chemicals has risen steadily from 6,800.9 thousand tons in 2017 to 4,588.7 thousand tons in 2023, representing
a CAGR of approximately -6.3%. The main export items include cyclic hydrocarbons, acyclic alcohols and their halogenated, sulphonated,
nitrated or nitrosated derivatives, acyclic hydrocarbons, phenols, ketones and quinones. In liquid form, drums and IBC totes are the
essential transportation medium of these chemicals.
Source:
The Frost & Sullivan Report
OVERVIEW
OF DRUM RECONDITIONING MARKET IN SINGAPORE
Definition
and Classification
|
|
A drum, also called
a barrel, is a cylindrical container used for the transportation and storage of liquids and powders. Drums can be made of steel,
aluminium, nickel, dense paperboard, and polyethylene. Drums are often stackable, with ranges of dimensions designed for efficient
warehouse and logistics use. Provided with a protective interior coating, in most cases a synthetic resin, steel drums or pails can
be used for packaging most liquid and solid substances. Drums are required to comply with certain applications in order to be deployed
for shipments. The two main types of drums are open-head and tight-head drums, which can both be reconditioned and recycled. Reusing
steel drums for other purposes without reconditioning can lead to cross-contamination. |
|
|
|
|
|
Intermediate bulk containers
(‘IBC”) are industrial-grade containers engineered for the mass handling, transport, and storage of liquids, semi-solids,
pastes, or solids. IBC are stackable, reusable, versatile containers with an integrated pallet base mount that provides forklift
and/or pallet jack maneuverability. These containers can be made from metal, plastic, or a composite construction of the two materials. |
|
|
|
|
|
Drum and IBC reconditioning
involves refurbishment of used containers offer an environmentally and cost-effective alternative to the marketplace in lieu
of procuring new drums and IBC. The cleaning and reconditioning processes include a series of working procedures where the application
of air pollution control may also be required to address volatile organic compounds, hazardous air pollutants, and odors. |
In
order to run a drum reconditioning facility, the following machineries are needed, including automated spray booth, drum oven, external
washing machine, hydraulic chimer machine, hydraulic horizontal de-denter machine, hydraulic vertical de-denter machine, internal washing
machine with hot air blower, conveyor system and upender.
Operating
process
Industrial
Container and Drum Cleaning (ICDC) facilities clean and recondition metal and plastic drums and intermediate bulk containers (IBCs) for
resale, reuse, or disposal. The reconditioning process includes the cleaning, restoring, testing, and certifying of industrial containers
which may have previously contained materials such as paints, resins, tars, adhesives, oils, soaps, solvents, cleaners, or related materials.
The interiors and exteriors of the drums are cleaned and reconditioned to prevent contamination of materials from one cargo shipment
to the next and to ensure the integrity of the containers.
Value
Chain
The
value chain of the drum reconditioning service industry in Singapore consists of (i) upstream suppliers, manufacturers of new drum and
IBC; (ii) midstream drum and IBC reconditioning services providers; and (iii) end users of drum and IBC.
Upstream
drum manufacturing includes processes such as basic forming, welding, coating, and painting, producing tight head drums and open top
drums.
Drum
and IBC reconditioning service providers offer (i) services or upon receipt of used drums from downstream end-users; (ii) sales of reconditioned
drums. Drums with pristine condition that are free from rust would undergo standardized degreasing procedure. Subsequently, degreased
drums are prepared and painted to meet clients’ needs and may be used in various downstream industries. Other drums that have been
previously used in the varnish and paint industries can be reconditioned and used to contain low grade industrial oil products.
Downstream
end users refer to industry players in the agricultural, chemical, pharmaceutical and petroleum industries where transportation of liquids
and powders is extensively required during their business process.
At
the end of the lifecycle of drums and IBCs, where overwhelming damage and rust are found, they are decomposed and their steel or plastics
scraps recycled to manufacturers of new drums and IBC.
Market
Overview of Drum Reconditioning in Singapore
The
demand for drum and IBC reconditioning in Singapore is primarily driven by (i) the consumption of crude oil and respective petrochemical
and lubricant products; (ii) organic chemicals and solvents in liquid form; and (iii) solid and liquid food and pharmaceuticals. The
market size of drum reconditioning in Singapore has decreased from S$189.1 million to S$174.2 million during 2017 to 2023, representing
a CAGR of approximately -1.4%. The rising awareness of reconditioning in lieu of the procurement of new drums owing to the eco-friendliness
and cost efficiency has contributed to the steady growth of the industry. Going forward, the adoption of automation and advanced operational
technology is expected to accelerate the yearly turnover of drums reconditioned which in turn, drives the sales of reconditioned drums
and drums reconditioning services. Coupled with downstream players’ stable demand for reconditioning, the market size is expected
to attain S$207.5 million in 2027, representing a CAGR of approximately 4.5% during 2023 to 2027.
Note:
The market size of drum reconditioning refers to the sum of revenue generated from (i) drum reconditioning services, and (ii) sales of
reconditioned drums.
Market
Drivers Analysis
Thriving
Downstream Demand Globally: Drums and IBCs are essential transportation medium enabling higher operational efficiency and effectiveness
in shipping bulk quantities of commodities, especially in liquid form. It offers cost-effective transport packaging solutions for the
shipment of both hazardous and non-hazardous materials. Apart from deploying new drums and IBCs, increasing number of corporations is
in favor of recycled drums as an environmentally and cost-effective alternative with a view to reducing carbon footprint and procurement
cost involved. Further, the demand for drums and IBCs is highly associated with the development of the various downstream industry, while
the downstream customers of such products are principally, chemical and fertilizers traders and market players in the petroleum and related
lubricant industry. In particular, the global market size of fertilizers has reached US$193.3 billion in 2021 and is expected to attain
US$241.9 billion in 2030, representing a CAGR of approximately 2.5%. According to the International Energy Agency, the global crude oil
demand has reached approximately 96.5 million barrels per day in 2021, while it is expected to reach more than 104 million barrels per
day in 2026. With the steady development of the downstream industries, the demand for reconditioned drum and IBC is expected to grow
alongside.
Advocacy
of Economic Efficiency and Environmental Consciousness: According to the U.S. Bureau of Labor Statistics, the producer price index
of metal barrels and drums has increased at a CAGR of approximately 13.3% during 2016 to 2021, especially and significantly affected
by the outbreak of the COVID-19 which led to the disruption of supply chain, the market was affected by a lack of resources at production
sites and hence a surging price level since 2020. Further, the use of reconditioned drums and containers is proven to have substantial
benefit on the carbon footprint reduction. Eco-friendliness has been highly regarded by downstream corporates in order to fulfill corporate
social responsibility, reduce environmental footprint and achieve business sustainability. In turn, the frequent turnaround of transportation
of liquid commodities entails a high demand for drums and IBCs, where reconditioned drums and IBC generate less carbon dioxide, and reduce
the quantity of raw and finished materials required for manufacturing new drums and IBC. In addition, climate-friendly products such
as recyclable fiber drums are increasingly favored by customers, market participants are tracking constantly on the market dynamics to
meet the demand.
Continuous
Development of Singapore Transportation Hub: As a country with a well-developed transportation system and infrastructure, Singapore
leads as a transportation hub in the region. Singapore has been one of the top ranked countries in the Asia Pacific Region in terms of
the consumption of various types of fuel oil. In 2021, approximately 1.33 million barrels of oil were consumed daily in Singapore, ranked
15th internationally. Singapore also accounts for approximately 47.4% of the consumption volume of marine fuel in Asia Pacific.
As such, an established value chain and industry agglomeration has been built and gathered along the coastline of Singapore in regard
to the usage, transportation, handling, reconditioning, and recycling of drums and IBCs handled by respective upstream, midstream, and
downstream industry stakeholders. The geographical proximity ensures a shorter lead time along the life cycle of drums and IBCs, accelerating
the turnover and thereby stimulating the drum reconditioning industry in Singapore.
Key
Trends
Automation
Incorporated into Operational Process: Industrial Container and Drum Cleaning (ICDC) facilities are primarily deployed during the
cleaning and reconditioning of drums. The ease of container reconditioning becomes something that helps all involved in the container’s
life-cycle. Automated machinery is effective in minimizing employee exposure to problematic and hazardous residue leftovers in used drums
and IBCs, as well as streamlining manual effort in repetitive procedures such as removing label stickers on used items, thereby attaining
operational efficiency and cost reduction. Besides, the adoption of enterprise resources management system coupled with predictive maintenance
technology enable industry players to closely monitor the inventory level and utilisation rate in a highly automatic manner. Established
industry players can leverage its research and development capabilities in creating and modifying machineries in order to perform additional
and more sophisticated tasks of sales and reconditioning of drums and IBC.
Market
Consolidation: In the drum reconditioning industry, large-scale industry players can leverage its economies of scale and offer reconditioning
services at a lower cost and sell reconditioned drums and IBC at more competitive price compared to niche players. However, the reconditioning
of different types drums in terms of the raw material constituted and previous stored content, may require specific industrial procedure
in terms of cleaning and processing. There is an increasing number of mergers and acquisitionss within the industry as industry players
are looking to expand their capability and capacity.
Geographical
Expansion: The operational procedure and technical know-how of drum reconditioning is regarded as standardized and transferrable from
one operating location to another. Existing players leverage their resources and business network and tend to seek opportunities in other
geographical locations to expand their business presence and garner regional or even global foothold. Growing industry players can provide
integrated and tailor-made services to scalable and regional downstream clients, where cross-selling is more feasible across different
regions and presents potential business opportunities. For instance, market participants in Singapore may seek to expand their capacity
and provide offerings in other Southeast Asia countries such as Malaysia and Indonesia.
Growing
Adoption of Lean Management: In recent years, market participants of drum reconditioning have been increasingly adopting the lean
management approach, which involves minimum waste generation with conservation of valuable materials to save cost, revamp of work plan
to reduce cost and increase inefficiency during operation, and creation of a regular loop of dependable inventory. The incorporation
of data-based resources management system has also been conducive in decision making, identifying root causes, and propelling continuous
improvement in implementing lean management.
Competition
Overview
In
2023, the market of drum reconditioning in Singapore is relatively consolidated with less than 100 industry participants engaged in sales
of reconditioned drums and drum reconditioning services. In 2023, there are 214 toxic industrial waste collectors licensed under the
Environmental Public Health (Toxic Industrial Waste) Regulation in Singapore, of which 15 are engaged in the industrial waste collection
from container. Large scale market participants generally have diversified product portfolio and are involved in all parts of the value
chain. They collect, recycle, and sell a full line of reconditioned steel and plastic drums and IBC Tote tanks.
We
are a leading player of drum reconditioning in Singapore. We recorded revenue of S$15.2 million in 2022, accounting for 9.1% of the 2022
market share in Singapore in terms of revenue.
Factors
of Competition
Reputation
and Industry Experience: A strong track record with long-standing reputation is highly preferred by clients in drum reconditioning
in Singapore. The leading players have established partnerships with clients and other industry stakeholders in pervious services delivery.
The recognition and trust built on past project reference comes as the core competences and retain the market leadership in Singapore.
As a result, companies with proven product quality and service offerings are likely to stand out in the drum reconditioning market in
Singapore.
In-house
Capability and Development Strategy: It is observed that the leading players are consolidating the resources in the expansion of
in-house capabilities to further enhance the position in sales of reconditioned drums and drum reconditioning. On the other hand, the
players also formulate the development strategy to keep pace with the market trends, including the sales and marketing, and services
offering development, on a regular basis. The up-to-date business strategy not only helps the companies to have a better market position
but also stand a better chance of acquiring customers.
Financial
Capability: A sufficient capital reserve is required prior to commencement of works, which incurs net cash outflows at the
early stage of projects for materials and machinery procurement and labor cost. Financial capability, therefore, determines the scale
of operation. Therefore, the capital strength is one of the most important competition focuses in the drum reconditioning market in Singapore.
Entry
Barriers
Strong
track record: A strong track record with long-standing reputation is one of the most important entry barriers for the drum
reconditioning industry. A proven track record and reputation possessed by market participant enable them to satisfy customers’
requirement and maintain a solid customer base from major customers that support a sustainable development of the business.
Industry
Expertise and Service Offering: The major industry players are increasing competitiveness by providing integrated solutions in the
form of various value-added services such as removal, cleaning, reconditioning and destruction of barrels, drums, and other containers,
which are highly preferred by the customers. As such, industry expertise and integrated solutions add value to clients, serving as an
entry barrier to the new market entrants.
Technical
Knowhow: Technical knowledge is one the key barriers for new market entrants of drums reconditioning. Market participants are required
to have a strong understanding towards collection and recycling of industrial waste. With technical know-how, the performance of the
existing players and their quality of works can be assured to meet quality standards. Comparatively, new market entrants without technical
know-how and experienced management teams may be less competitive.
BUSINESS
OPERATIONS
Overview
We
are a supplier of a wide range of Reconditioned and new Containers based in Singapore. Our products include Reconditioned and new steel
drums, plastic drums, carboys and IBCs with different capacities and our customers span across various industries such as solvent, chemical,
petroleum and edible product oil industries. We have been in this line of business for close to 40 years. We have been accredited with
ISO 9001 (quality management) for Reconditioning of drums since October 2008 and we have established ourselves to be a supplier of a
wide range of Reconditioned and new Containers mainly serving the local Singapore market, and we also serve customers in Indonesia and
Malaysia.
Our
mission is to make it our corporate social responsibility to offer environmentally friendly, efficient, innovative and reliable products
and services primarily in Singapore and also for the Southeast Asia region to help our customers move towards a zero environmental impact
footprint and to save costs and achieve better allocation of resources in the process. We primarily tender and bid for their used Containers
from companies operating in the solvent, chemical, petroleum and edible product oil industries and Recondition them before selling them
to our customers operating in those industries. We also source a range of new Containers from suppliers in The People’s Republic
of China and Malaysia for sale to our customers. Apart from the selling of Containers, we also provide ancillary services to our customers,
including (i) Reconditioning services for used Containers; (ii) disposal and collection/delivery services; and (iii) wastewater treatment
services. During the Reconditioning of used Containers, we identify those Containers which cannot be Reconditioned for scrapping or recycle
and we also derive revenue from the sale of such scraps, recycled materials as well as other miscellaneous items that we collect during
the provision of our services mentioned above. Our revenue for the financial years ended May 31, 2024 and 2023 amounted to approximately
$9.4 million and approximately $11.1 million, respectively. Over 70% of our revenue during the financial years ended May 31, 2024 and
2023 was derived from the sale of Reconditioned and new Containers.
History
and Development
Mr.
Lim CP’s father engaged in the trading of used Containers with Indonesian customers in the 1960s and Mr. Lim CP started assisting
his father and registered a sole proprietorship Lim Chwee Poh Trading Co. (which was terminated in 1994) to carry on the same business
in 1976. As Mr. Lim CP traded in used Containers, he realized that there would be room for bigger profit margin if he Reconditioned the
used Containers and traded on Reconditioned Containers instead. He set up Jurong Barrels in 1983 with a business partner as an attempt
to develop the business in the trading of Reconditioned Containers. Our Group’s business in trading of Reconditioned Containers
officially commenced in 1984 when Mr. Lim CP’s two brothers acquired all his business partner’s shares in Jurong Barrels
and Jurong Barrels acquired a plant to Recondition used Containers with an initial fleet of three delivery trucks and 12 employees. In
the same year, the plant was relocated to the Plant which has Recondition facilities and a Warehouse. Since Jurong Barrels has become
a Lim family business in 1984, it remained so until 2016 although there had been share transfers within the bigger Lim family during
this period.
In
2005, Jurong Barrels acquired all the shares in KDS from the independent third party to expand its warehousing facilities into the Warehouse.
In order to prepare for the retirement of certain Lim family members and to further expand the business of the Group, Jurong Barrels
transferred all its shares in KDS and the Lim family members jointly transferred 60% of their total shares in Jurong Barrels to a strategic
investor, E U Holdings in 2016, which made E U Holdings, the controlling shareholder of Jurong Barrels. Mr. Lim CP continued to manage
the business of our Group following such transfer and continue to do so as at the date hereof. To maintain the warehousing facilities,
Jurong Barrels rented the Warehouse from KDS subsequent to E U Holdings’ acquisition of KDS.
In
2017, Jurong Barrels subscribed for a 51% interest in JBD Systems to expand into the wastewater treatment business. In 2020, Jurong Barrels
acquired the remaining 49% interest in JBD Systems.
In
close to 40 years of operations, our Group has expanded to become the leading supplier of a wide range of Reconditioned and new Containers
in Singapore with a fleet of 12 delivery trucks and 15 forklifts and 117 employees as at May 31, 2024. Our Group’s production capacity
per annum was approximately 242,070 Reconditioned metal Containers and approximately 174,932 Reconditioned plastic Containers in the
financial year ended May 31, 2024.
Our
Products
Our
products include a wide range of Reconditioned and new steel drums, plastic drums, carboys and IBCs with different capacities and the
following are some pictures of our products:
1. |
|
|
2. |
|
|
3. |
|
|
200 liter Reconditioned
metal drum generally used by the chemical industry to hold chemicals such as solvent and thinner and the oil & gas industry to
hold waste oil. |
|
|
1,000 liter Reconditioned
IBC generally used to hold products that are required to be used in larger quantity, such as solvent, thinner and waste oil, etc. |
|
|
200 liter Reconditioned
plastic drum generally used by the chemical industry to hold chemicals which may be reactive to metal and the shipping industry to
build floating houses on the sea. |
4. |
|
|
5. |
|
|
6. |
|
|
200 liter Reconditioned
opentop metal drum generally used by the Chemical industry to hold substances such as liquid latex. |
|
|
200 liter new metal drum
generally used by the oil & gas industry to hold petroleum. |
|
|
We are able to customise
our Reconditioned Containers to meet the needs of our customers, such as affixing their company logos and applying two types of paint
on Reconditioned metal drums. |
We
have on average maintained more than 16 years of relationship with our top five suppliers for the financial years ended May 31, 2024
and 2023. We generally adopt a cost-plus margin approach in pricing our Containers.
Reconditioned
Containers
For
Reconditioned Containers, we are a NEA licensed toxic waste collector and we generally tender or bid for used Containers from companies
that engage in the solvent, chemical, petroleum and edible product oil industries. After collecting the used Containers, we Recondition
them in-house before selling them to our customers. We have been accredited with ISO 9001 (quality management) for Reconditioning of
drums since October 2008. “ISO 9001” is an internationally recognized standard for a quality management system (the “QMS”),
which aims at the effectiveness of the QMS in meeting customer requirements and it prescribes requirements for ongoing improvement of
quality assurance in design, development, production, installation and servicing
We
target to Recondition 1,000 used metal Containers and 1,200 used plastic Containers per day. The typical procedures in Reconditioning
a used Container include (i) external wire brushing by scrubber machines to remove silk-screening marking, paper sticker and/or rust;
(ii) external washing with solvents (such as kerosene, Toluene and degreaser) to remove oil and dirt; (iii) numerous cycles of internal
washing by water jets/washing hose shoots in a high-pressure hot water system with degreaser, chemical solution and/or anti-rust chemical;
(iv) making all necessary repairs including re-shaping the circular rim of the Container by using a hydraulic chimer machine and de-denting
of the Container by hydraulic horizontal/vertical dedenting machine at test pressure of 60 pounds per square inch; (v) using hot air
blower to remove water in the Container; (vi) using a suction machine to vacuum the Container to make sure all residues are cleared;
and/or (vi) using stoving paint to spray paint the Container in our automated spray booth and baking dry the Container in the oven compartment.
All Reconditioned Containers will go through a stringent quality control inspection before delivery to customers.
We
normally classify the used Containers we collect into Grade A and Grade B Containers by visual inspection on their conditions and physical
check on whether they are or can functioning properly. All used Containers which have damages beyond repair (such as cracks or holes)
will be immediately scrapped or Recycled. A Grade A Container is one that is almost in pristine condition with clean exterior and no
visible dents. It has normally been used to store lubricating oils, chemicals or edible products, and it is generally free from rust
or dirt and the residue in the Container can be easily cleansed by means of a degreasing solution. After Reconditioning, Grade A Containers
may be prepared and/or painted to meet customers’ specifications and be used in the chemical, petroleum and edible product oil
industries. A Grade B Container has normally been used in the varnish and paint industries and they may appear to be dirty and/or with
visible dents. Although it cannot be Reconditioned to pristine condition, it can be Reconditioned for use to hold palm acid oil, bitumen
or low-grade industrial oil products. Any used Container that does not meet Grade A or Grade B conditions (for instance rusty metal frame,
yellow-brownish on plastic exterior body, the cap has been broken or the valve not functioning) will be scrapped or Recycled immediately.
Please see the paragraph headed “Our by-products” below for details.
New
Containers
For
new Containers, we normally source them from suppliers in The People’s Republic of China and Malaysia.
Our
Services
We
offer a range of ancillary services to complement our core business of trading in Reconditioned and new Containers and we generally adopt
a cost-plus margin approach in pricing our products.
Reconditioning
services for used Containers
Some
of our customers recycle their own Containers and they only utilize our Reconditioning services.
Disposal
and collection/delivery services
As
we are a NEA licensed toxic waste collector and we have the permit to transport toxic industrial wastes, some of our customers utilize
our fleet of 12 delivery trucks to dispose of their toxic industrial wastes for them and they also occasionally use our collection and/or
delivery services as a matter of convenience.
Wastewater
treatment services
When
we Recondition used Containers, we generate a vast amount of wastewater. As we are conscious of our corporate social responsibility,
we have been treating and recycling such wastewater. We commenced the provision of wastewater treatment services to third parties when
we acquired an interest in JBD Systems in 2017. JBD Systems has only one major customer engaged in solar panel manufacturing. On August
1, 2018, JBD Systems entered into a 5-year lease for a wastewater treatment plant, which the equipment owned by JBD Systems with the
specifications set forth below (“Wastewater Treatment Plant”) located in Singapore to Liquinex Group Pte Ltd, an Independent
Third Party (“JBD Lease”). Pursuant to the terms of the JBD Lease, JDB built the Wastewater Treatment Plant and leases it
to Liquinex Group Pte Ltd, a customer that is engaged in solar panel manufacturing which produces waste water from their manufacturing
process who leased the Wastewater Treatment Plant as part of their sustainability effort and drive. The Wastewater Treatment Plant was
built using 2 containers that are 1x40ft and 1x20ft and each of which are 8ft wide. The Wastewater Treatment Plant has the capacity to
treat, process and recycle the waste water for not less than 40m3/hr. The lease rate for the Wastewater Treatment Plant for the remaining
term is 50% of the monthly billing revenue from the Wastewater Treatment Plant by Liquinex Group Pte Ltd. On May 1, 2020, the lease rate
was reduced to S$12,500 due to COVID-19.
Our
by-products
After
having acquired and collected a batch of used Containers, we generally visually inspect each used Container on its conditions and physically
inspect its structural components and grade them accordingly. For those Containers that we conclude that they do not fall within our
Grade A and Grade B standards, they cannot be Reconditioned and we will scrap or Recycle them immediately. During the provision of our
Reconditioning services or disposal services, we also endeavor to identify those items which can be recycled, such as stretch films,
glass bottles and chemical boxes. We sell all these scraps, Recycled materials and other miscellaneous items to the appropriate recycling
companies.
Our
customers
Our
customers are primarily based in Singapore but we also serve customers in Indonesia and Malaysia. Over 80% of our revenue during the
financial years ended May 31, 2024 and 2023 was derived from our customers in Singapore. Our customers span across various industries
such as solvent, chemical, petroleum and edible product oil industries. We have a wide customer base comprising more than 300 customers
and we have on average maintained more than 16 years of relationship with our top five customers for the financial years ended May 31,
2024 and 2023.
The
revenue from our top five customers amounted to approximately 30.0% and 31.6% of our total revenue for the financial years ended May
31, 2024 and 2023, respectively. In particular, the revenue from our largest customer amounted to approximately $1.3 million and
approximately $1.8 million for the financial years ended May 31, 2024 and 2023, respectively, represented approximately 14.2% and
16.4% of our total revenue for the corresponding period. Some of our customers are also our suppliers as they sell their used
Containers to us. Four of our top five customers were also our suppliers during the financial years ended May 31, 2024 and
2023.
Our
customers generally place an order with us by submitting a purchase order to our sales department and our operations department will
endeavor to complete the products for delivery within two days. We invoice our customers in S$ and our customers generally settle the
payments by cheque payments or bank remittance within 45 days after the presentation of our invoice. We do not provide any warranty to
our customers.
Sales
Process Flow
The
chart below illustrates the typical sales process flow for our Containers:
Sales
and Marketing
Our
sales department consists of seven full-time employees based in Singapore. Mr. Lim CP, Mr. Lim KS and Mr. Lim TM, oversee our sales department.
One
of our key channels for marketing is through word of mouth as our new customers are usually referred by our existing customers or business
contacts. Mr. Lim CP, Mr. Lim KS and Mr. Lim TM have long-standing relationships with some of our major customers. We also place advertisements
in the Directory of Singapore Process & Chemical Industries and advertise our products and services on our corporate website.
Our
sales department is responsible for establishing and maintaining our customer relationships and securing orders from customers. Our sales
department also communicates with our existing customers to understand their needs and market trends, so as to improve our product range.
Through these regular contacts, our customers provide us with valuable feedback on industry trends and developments as well as their
requirements. We also update customers on our new equipment and their capabilities and our range of products and services. We place strong
emphasis on understanding the requirements of our customers and consistently providing them with reliable products and services that
meet their requirements. We consider customer feedback a valuable tool for improving our products and services. Our sales department
is also responsible for handling customers’ complaints and any complaints arising from product defects or service quality and will
relay such feedback internally to the relevant teams for follow-up.
Our
management meets with members of our sales department regularly to review our sales performance and marketing strategies and targets.
These regular meetings also allow our sales and marketing team to highlight issues or problems that they encounter and discuss strategies
to resolve these issues or problems in a timely manner.
Inventory
To
ensure a quick turnaround time for our customers, we normally bid and tender for used Containers in bulk and Recondition them in anticipation
of the needs of our customers. As such, we maintain an inventory of used Containers, Reconditioned Containers and new Containers for
our customers. As of May 31, 2024 and 2023, we had inventory of approximately $0.3 million and $0.3 million, respectively.
Machinery
and vehicles
The
table below sets out details of our machinery and vehicles as at May 31, 2024:
Machinery/vehicles |
|
Number
of units |
|
Function/usage |
|
Approximate
age |
|
Approximate
remaining
useful life(1) |
|
|
|
|
|
|
(year) |
|
(year) |
Wastewater treatment system |
|
1 |
|
To treat wastewater for reuse or discharge to public
sewage |
|
6 |
|
4 |
Production
line with oven |
|
1 |
|
To Recondition used
metal Containers |
|
5 |
|
5 |
Single
shaft shredder |
|
1 |
|
To shred pre-washed
used plastic Containers that cannot be Reconditioned or resold into pellets |
|
2 |
|
8 |
High
pressure waterjets |
|
5 |
|
To wash used plastic
Containers |
|
2 |
|
8 |
Forklifts |
|
15 |
|
To assist in loading
and unloading of Containers |
|
3 |
|
2 |
Delivery
trucks |
|
12 |
|
For delivery and collection
of Containers |
|
3 |
|
2 |
Vans |
|
3 |
|
To facilitate the purchase
of small items and to fetch employees |
|
4 |
|
1 |
(1) |
The actual length of time
that we will use these machines/vehicles may be different from the estimates due to reasons such as periodic maintenance and the
demands of our customers and these estimates have no direct correlation to the depreciation charges of these machinery and vehicles
recorded in our Group accounts. |
We
do not have a fixed replacement cycle policy as our in-house maintenance team perform regular maintenance on our machinery and vehicles
in accordance with the suggestions by the respective manufacturers to ensure that they are well maintained and operating efficiently,
which have generally helped to extend the useful lives of our machinery and vehicles and prevent unnecessary downtime.
Real
Property and Equipment
We
currently operate in two premises, namely:
1. |
Plant – A leasehold
estate at 34 Gul Crescent, Singapore 629538 of approximately 6,000 square meters leased by Jurong Barrels from JTC during the leasehold
period of up to May 15, 2041 (unless further extended by JTC) which is used as our head office and a plant for the Reconditioning
and storage of used Containers. Jurong Barrels is required to pay annual land rent to JTC at S$18.87 per square meter per year. |
2. |
Warehouse – A logistics
services warehouse at 16 Gul Crescent, Singapore 629526 of approximately 9,000 square meters which is used for the storage of Reconditioned
and new Containers rented from KDS at S$90,000 per month with lease term expiring on May 31, 2025. |
3. |
Plant – On August
1, 2023, JBD Systems entered into an extension of 5-year lease for a wastewater treatment plant, which the equipment owned by JBD
Systems with the specifications set forth below (“Wastewater Treatment Plant”) located in Singapore to Liquinex Group
Pte Ltd, an Independent Third Party (“JBD Lease”) lease term expiring on July 31, 2028. |
Licenses
and Permits
As
our business involves the transport, storage, process, use and disposal of toxic materials and/or hazardous substances, the following
licenses, approvals and permits are material for our Group’s operations:
Description |
|
Issuing
Authority |
|
Expiry
Date |
|
Issued
to |
Toxic industrial waste collector’s license for
receiving empty containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin for storage, reprocess,
use, treatment or disposal in the Plant |
|
NEA |
|
July 31, 2025 |
|
Jurong Barrels |
Transport approval for transportation of toxic industrial
wastes for the transport of empty containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin |
|
NEA |
|
July 31, 2025 |
|
Jurong Barrels |
Petroleum & Flammable Materials Storage Licence |
|
Singapore Civil Defence
Force |
|
June 30, 2025 |
|
Jurong Barrels |
Permit to store and use hazardous substances to store
and use prescribed amounts of sodium hydroxide, sulphuric acid and 2,2-dibromo-3-nitrilopropionamide (DBNPA) for prevention of grease,
water treatment and spraying into internal containers, respectively, at the Plant |
|
NEA |
|
February 6, 2025 |
|
Jurong Barrels |
License to store prescribed amount of sodium nitrite
at the Plant |
|
SPF |
|
August 13, 2026 |
|
Mr. Lim CP for Jurong Barrels |
License to possess or control prescribed amount of
sodium nitrite at the Plant |
|
SPF |
|
August 13, 2026 |
|
Mr. Lim CP for Jurong Barrels |
Approval to discharge trade effluent into the public
sewer at the Plant |
|
PUB |
|
December 10, 2025 |
|
Jurong Barrels |
License to use or operate an electrical installation
under the provisions of the Electricity Act 2001 and the Electricity (Electrical Installations) Regulations 2002 |
|
Energy Market Authority |
|
August 10, 2025 |
|
Jurong Barrels |
Level 4 accreditation under bizSAFE |
|
WSH |
|
August 5, 2027 |
|
Jurong Barrels |
Each
of our drivers also possess a valid Hazmat Transport Driver Permit issued by the SCDF to transport liquid toxic industrial wastes.
Competitive
Strengths
We
have a long and proven track record in the supply of Reconditioned Containers in Singapore
We
have been supplying Reconditioned Containers to our customers for close to four decades and have accumulated industry experience in the
Reconditioning of used Containers. To better serve our customers, we also supply new Containers and offer a range of ancillary services
to complement our business. We have been accredited with ISO 9001 (quality management) for reconditioning of drums since October 2008.
We believe our industry knowledge, reputation and consistent delivery of quality products and services have contributed to our success
over the years.
We
believe our track record in the supply of Reconditioned and new Containers as well as the ancillary services along with our strategy
to become environmentally friendly will facilitate the promotion and demand for our products with both existing and new customers, as
well as the expansion of our business.
We
maintain a sizeable and stable pool of skilled labor with our own facilities
Our
main business is the sale of Reconditioned Containers and it is labor intensive to Recondition used Containers. We pride ourselves in
having a team of stable and skilled workers, technicians, mechanics and drivers who have the relevant skills and expertise in Reconditioning
of used Containers and the provision of other ancillary services which we offer to our customers. As at May 31, 2024, we had a team of
65 workers, 5 technicians, 2 mechanics and 12 drivers in our operations department, which enable us to respond promptly to our customers’
requests, in terms of providing customization of Containers and other ancillary services to suit our customers’ needs and requirements.
We believe that with the support of our Group’s stable pool of directly-hired skilled workforce and our own facilities (including
all machines required for Reconditioning of used Containers, fleet of 12 delivery trucks and 15 forklifts and wastewater treatment facilities),
we are self-contained and we are able to maintain the quality of our products and services in an efficient and coordinated manner as
we do not have to rely on subcontractors to assist us in any production, service, logistic or maintenance process. Moreover, having our
own pool of skilled direct labor and our own facilities will help us control and manage our costs more efficiently and effectively, which
helps to boost or stabilize our profit margins.
We
have strong and stable relationships with our suppliers and customers
Due
to the quality and range of our products and services, our capabilities as well as our market reputation, we have successfully established
strong and stable relationships with our key suppliers and customers in Singapore and the Asian region during our close to 40 years of
operations. We have identified and maintained good relationships with reliable suppliers, who will typically notify us of used Containers
for sale. This enables us to source and purchase used Containers which are in good condition for Reconditioning prior to selling them
to our customers. As we are able to keep up with industry trends and keep track of our customers’ changing needs, our customers
regularly return to us for repeat business and from time to time, they also refer other prospective customers to us. We have a wide customer
base comprising more than 300 customers from Singapore, Indonesia and Malaysia. Further, some of our customers are also our suppliers.
We
have strived to maintain stable business relationships with our key customers. For the financial years ended May 31, 2024 and 2023, our
top five customers accounted for approximately 30.0% and 31.6% of our total revenue, and our top five customers have on average more
than 16 years of business relationships with us. We believe that our Group’s strong and long-term relationships with these key
customers provide us with a competitive advantage to secure future contracts, a steady flow of repeat business and revenue, and serve
as a testament for us in marketing and business development with new customers.
We
have an experienced and committed management team with succession plan
We
are led by Mr. Lim CP, our Executive Director and Chief Executive Officer and one of the founding shareholders, who has been instrumental
in spearheading the growth of our Group. Mr. Lim CP has over 40 years of experience in the trading of Reconditioned and new Containers
in Singapore and is primarily responsible for planning and execution of our Group’s business strategies. He is supported by the
other Executive Director, Executive Officers and senior management (namely Mr. Liang Zhao Rong, Mr. Lim KS, Mr. Lim TC, Mr. Lim TM and
Mr. Quek Che Wah) who collectively possesses expertise in Reconditioning services, sales and marketing, operations, customer relationship
management, human resources, operations and financial control and have been working with our Group for over 21 years on average. We believe
that the collective knowledge, experience and expertise of our Executive Directors, Executive Officers and senior management will serve
to respond to our customers’ needs in a timely manner which are essential for us to secure new business as well as maintain our
existing customers. See “Item 6. Directors, Officers and Senior Management”.
Moreover,
we recognize that effective succession planning is important in building a pipeline of leaders to ensure business continuity. As such,
the second generation of Mr. Lim CP, namely Mr. Lim TM and Mr. Lim TC joined the Group in 1999 and 2003, respectively, to look after
sales and operations. Our management team is conscientious in identifying, grooming and preparing our own staff for management roles.
With all of our client-facing senior management being groomed internally, we are able to maintain a consistent management culture and
our commitment towards personal development of our staff will in turn enable us to maintain our service quality as we continue to expand.
We
have a fleet of 13 delivery trucks which enables us to efficiently coordinate and manage our logistic service
As
of May 31, 2024, we had a fleet of 12 delivery trucks, which allows us to undertake efficient and coordinated logistic services for the
delivery and collection of drums. Having our own fleet of trucks allow us to expediently deploy them to various locations as and when
required as we do not need to rely on third parties. We also have an experienced in-house servicing team for our trucks to ensure that
they are well maintained and operating efficiently.
Business
strategies
According
to the International Monetary Fund (IMF), the nominal gross domestic product (GDP) in Singapore is expected to grow from approximately
S$573.8 billion in 2022 to approximately S$678.7 billion in 2026, at a CAGR of approximately 4.3%. According to Frost & Sullivan,
the Container Reconditioning industry in Singapore is also expected to grow from approximately S$501.5 million in 2022 to approximately
S$594.6 million in 2026, at a compound annual growth rate (CAGR) of approximately 4.3%. Our principal objective is to take advantage
of such anticipated growth to sustain continuous growth in our business and to increase our market share and expand our customer base
in the sale of Reconditioned and new Containers industry in Singapore and the Southeast Asian region whilst reducing our environment
footprint with the following strategies:
Increasing
our storage facilities and diversify the range of Containers
As
we plan to increase our market share, we intend to diversify our range of Reconditioned and new Containers so that we can expand our
customer base to include companies that operate in the semiconductor and shipyard industries. As our range of Containers and our customer
base expands, we will need additional physical storage facilities to house our products. We intend to look for opportunities to acquire
or lease properties so that we will have sufficient space to house our products. In the event that our business continues to grow, we
may need to expand our plant to accommodate more machinery for Reconditioning works.
Strategic
acquisitions, joint ventures and/or strategic alliances
We
intend to focus on our principal business activities in the sales of Containers, we plan to explore opportunities to collaborate with
suitable partners in related industries through strategic alliances, joint ventures, acquisitions and investments. For example, if a
suitable opportunity arises, we may collaborate with potential partners in the waste management industries if these collaborations are
likely to provide us with more business opportunities.
Creating
enterprise value through the strengthening of our ESG
Our
mission is to make it our corporate social responsibility to offer environmentally friendly, efficient, innovative and reliable products
and services in Singapore and the Southeast Asian region to help our customers move towards a zero environmental impact footprint and
to save costs and achieve better allocation of resources in the process. As such, we also strive to make sure that all our work processes
are environmentally friendly. We are already recycling wastewater, the Containers that cannot be Reconditioned and the other miscellaneous
items that we collect during the provision of our services. As our work processes consume a lot of electricity, we intend to install
solar panels on the roof of our plant so that our work processes can be more friendly to the environment.
Renewing
and expanding our fleet of delivery trucks
To
further strengthen our ESG, we intend to replace our fuel delivery trucks with electric delivery trucks. Moreover, as we target to expand
our customer base and increase our market share, we will need more delivery trucks to service them. With a newer fleet of delivery trucks,
we believe our corporate image will be enhanced and that the downtime caused by wear and tear of the old delivery trucks would also be
reduced, thereby enhancing the quality of our services.
Working
towards Industry 5.0 through the three pillars of human-centricity, resilience and sustainability through automating certain aspects
of our Reconditioning process
As
our current business operations are highly labor intensive by nature, and we rely largely on the experience and expertise of our employees
in our production process, we believe that there are opportunities for us to use technology to streamline our processes in order to increase
operational efficiency so that our employees can focus on higher value-added services and modernize our business operations.
Increase
marketing and brand building
We
generally develop our business through word-of-mouth customer referrals, advertisements in the Directory of Singapore Process & Chemical
Industries and our corporate website. In order to increase our market share and expand our customer base, it is essential that we increase
the public awareness of our brand and our products and services in both our current and potential markets through active participation
in online marketing campaigns, including search engine marketing and search engine optimization.
Quality
Assurance
Our
Directors believe that our success is largely dependent on our ability to offer quality products and services that fulfil the needs of
our customers. In pursuit of quality excellence, we have implemented a QMS which is accredited to be in compliance with the requirements
of ISO 9001 (quality management) since 2008. The main objectives of our QMS are:
|
● |
to ensure leadership capability; |
|
● |
to enhance our understanding
in market segmentation and customer needs; |
|
● |
to enhance our product
knowledge; |
|
● |
to ensure our ability to
launch new and innovative products faster than our competitors; |
|
● |
to ensure our pricing competency; |
|
● |
to establish ourselves
as the sole-dealer of good brand products; |
|
● |
to focus on saving costs
for our customers and to provide one-stop Reconditioning services to our customers; and |
|
● |
to share our achievements
with our staffs. |
Mr.
Quek Che Wah, our Deputy Chief Executive Officer, has overall responsibility for our QMS. Mr. Lim TC, our operations director, is the
management representative of our QMS and is responsible for establishing the processes needed for our QMS and overseeing the implementation
of our QMS. Internal audit on our QMS is conducted annually to review and evaluate our compliance with ISO 9001 requirements. Our QMS
mainly covers the following aspects:
Production
management
Our
operations supervisors are responsible for monitoring quality control of our Reconditioned Containers. They are responsible for setting
up our pre-production checklist and grading the used Containers we acquired through visual inspection and physical check based on our
internal guidelines. The non-conforming used Containers will be scrapped or Recycled immediately. They are also responsible for testing
the Reconditioned Containers through visual inspection and physical check to ensure that they meet our internal guidelines and any non-conforming
Reconditioned Containers will be sent for another round of Recondition process.
In
order to ensure smooth production processes, our operations supervisors are responsible for preparing the service checklist of our machinery,
ensuring that our machinery is maintained every week and serviced every month as well as ensuring that there are sufficient spare parts
for the monthly services. They are also responsible for getting feedback from our production team and mechanics during the monthly briefing
meetings, to determine what changes are required to our work processes and what machinery needs to be replaced after getting the feedbacks
and to take all appropriate follow-up actions, including briefing the production team on the changes to the work processes and getting
the relevant approvals for the replacement of machinery.
Materials
procurement
All
our purchases must be approved by the relevant department heads and purchases exceeding S$50,000 must also be approved by our Deputy
Chief Executive Officer. We generally only work with suppliers on our list of internally approved suppliers, unless there are suppliers
recommended by our customers. We assess the suppliers based on their pricing, credit period, products/services, reputation, track record
as well as their capability to meet our requirements. We generally obtain more than one quotation for major purchases. We implement our
internal acceptance procedures on materials procured and our operations supervisors are responsible to conduct checks on materials received
to deter materials of inferior or unsatisfactory quality upon delivery.
Relationship
with our customers
We
regularly communicate with our customers to get their feedback on our products/services by face-to-face meetings or telephone conferences.
We also send product survey to our customers on a quarterly basis. We have implemented procedures for handling complaints from our customers
to ensure due record of and timely response to customers’ comments. We also perform follow-up actions based on our customers’
comments (such as making appropriate changes to improve our work processes in order to maintain our quality standard and briefing our
production team on a monthly basis on the improvement required and our customers’ requirements, etc.) and also make note of their
feedback for future reference. In order to minimize complaints from our customers, our operations supervisors conduct quality control
checks on our products before they are delivered to our customers.
Environmental
Protection
Reconditioning
of used Containers may generate a lot of waste which may inevitably have an impact on the environment. To carry out our corporate responsibility
in respect of environmental protection and to be in compliance with the relevant laws and regulations, we have our own wastewater treatment
facilities to treat the wastewater generated in our plant and over 65% of the treated wastewater is deployed in the Reconditioning process
and a licensed independent waste collector collects the remaining sludge derived from the wastewater treatment for proper disposal in
accordance with the requirements of the NEA. We have also installed a volatile organic compounds (VOC) monitoring system to track the
water pH level and the parts per million (ppm) of the water released to public sewage. We also send all the non-conforming used Containers
for scrapping or Recycle and we endeavor to sell all the scraps, Recycled materials and all the other recyclable materials which we identify
during our work process to the appropriate recycle companies and the other industrial wastes are properly disposed by licensed independent
waste collectors. During the financial years ended May 31, 2024 and 2023, we had no material non-compliance or violations on any laws
and regulations in relation to environmental protection.
Workplace
Health and Safety
Our
Group’s business in Singapore is subject to various environmental and safety standards and regulations including Environmental
Protection and Management Act (Chapter 94A), Environmental Protection and Management (Hazardous Substances) Regulations, Environmental
Public Health (Toxic Industrial Waste) Regulations 1988, the Sewerage and Drainage (Trade Effluent) Regulations, the Arms and Explosives
Act (Chapter 13), the Electricity Act (Chapter 89A), the Electricity (Electrical Installations) Regulations 2002, the Workplace Safety
and Health Act (Chapter 354A), Workplace Safety and Health (General Provisions) Regulations and the Work Injury Compensation Act (Chapter
354). Please refer to the “Regulatory Environment” section of this Annual Report for more information. We are committed to
risk management, health and safety standards, quality assurance and environmental impact control. We operate under the strict regime
of these environmental and safety standard and regulations and our Directors are not aware of any infringements for the financial years
ended May 31, 2024 and 2023.
We
endeavor to implement and maintain a robust workplace safety and health management safety system, and have obtained on June 25, 2021
a certificate from WSH (which will remain valid until August 5, 2027) certifying that Jurong Barrels has fulfilled the requirements to
obtain the Level 4 accreditation under bizSAFE. In particular, all our drivers are required to obtain the Hazmat Transport Driver Permit
issued by the SCDF to transport liquid toxic industrial wastes. All our forklift operators are required to attend a forklift operator
course conducted by an accredited training provider recognized by the MOM and passed the relevant theory and practical tests before they
can apply for a Forklift License issued by the MOM. Other than the mandatory courses, we also encourage our forklift operators, metal
workers, drivers and driver attendants to attend various courses on safety and technical skills to ensure that they are updated on new
developments and requirements in the industry.
We
consistently review our workplace safety and health system and implement additional measures and safe work procedures for our operations,
including:
|
● |
conducting risk assessments
for non-routine activities; |
|
● |
implementing an in-house
orientation program and assessment program for relevant newly hired employees; |
|
● |
implementing pre-lift meetings
for the lifting team to ensure that the forklift operator has a better understanding of the intended load to be lifted, the effective
radius of the forklift and the distance of the load; |
|
● |
establishing an emergency
response procedure and communicating such procedure to all forklift operators, drivers and driver attendants; and |
|
● |
establishing a checklist
for the monthly workplace safety and health inspection conducted by our management. |
We
emphasize strongly on employee training and we conduct on-the-job training for our employees to equip them with the requisite knowledge
and technical skills for the responsibilities and requirements of their jobs. Some of our employees undergo relevant certifications organized
by government-appointed training centers where they become certified to operate and erect forklifts in Singapore. Some of our employees
also undergo workplace safety courses regularly, depending on their job requirements.
Competition
We
are the leading supplier of a wide range of Reconditioned and new Containers in Singapore, accounted for approximately one-third of the
market share (in terms of revenue) of the Reconditioned Containers industry in Singapore in 2021. The market of Reconditioning of Containers
in Singapore is relatively consolidated with less than 100 industry participants in 2021. In 2022, there are 204 NEA licensed toxic industrial
waste collectors in Singapore, of which 15 are engaged in the industrial waste collection involving containers. Large scaled market participants,
like ourselves, generally have diversified product portfolio and are involved in all parts of the value chain, including collection,
recycling and offer for sale a full line of Reconditioned Containers. The barrier to enter the industry is relatively high as it involves
heavy capital investments to set-up and operate the business, industry expertise to provide integrated solutions and value-added services
to customers, well-established and long-term business relationships with customers and suppliers as well as a strong track record to
attract new customers.
To
the best of our knowledge, we have identified the following as our main competitors to our Reconditioned Containers sales business in
Singapore:
|
● |
Global Barrels Industries
Pte Ltd |
|
● |
Hock Ann Seng Industries
Pte Ltd |
Intellectual
Property
Our
Group has not registered any intellectual property rights. We were not involved in any proceedings with regard to, and we have not received
notice of any claims of infringement of, any intellectual property rights that may be threatened or pending, in which we may be involved
either as a claimant or respondent.
Employees
We
employed 117 persons as at May 31, 2024, who were all based in Singapore and 60 of them were foreign workers. Over 27.4% of our employees
had worked with us for over 10 years as at May 31, 2024. Our employees are not covered by collective bargaining agreements. We consider
our labor practices and employee relations to be good and we generally pay our employees above the median salary published by the MOM.
We had not experienced any difficulty in the hiring of employees, even when Singapore was affected by lockdowns during the COVID-19 pandemic.
Insurance
We
maintain fire industrial and public liability insurance policies covering our Plant and Warehouse in accordance with customary industry
practice. We carry work injury compensation insurance for all employees and medical and death insurance for our foreign employees, in
compliance with applicable regulations. We do not carry general business interruption or “key person” insurance. We will
continue to review and assess our risk portfolio and make necessary and appropriate adjustments to our insurance practices to align with
our needs and with industry practice in Singapore.
Litigation
and Other Legal Proceedings
As
of the date of this Annual Report, we are not party to any significant proceedings in Singapore. We are not aware of any legal proceedings
of which we are a party outside of Singapore.
Impact
of COVID-19 on our business
The
global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 has caused minimal disruption to our operations
as well as the operations of most of our customers and suppliers as our businesses are classified as essential services by the Singapore
government which were allowed to operate normally during the lockdown periods.
REGULATORY
ENVIRONMENT
This
section sets forth a summary of the material laws and regulations that affect our Group’s business and operations in Singapore.
Information contained in this section should not be construed as a comprehensive summary nor detailed analysis of laws and regulations
applicable to the business and operations of our Group. This overview is provided as general information only and not intended to be
a substitute for professional advice. You should consult your own advisers regarding the implication of the laws and regulations of Singapore
on our business and operations.
Laws
and Regulations Relating To Our Business In Singapore
As
our operating subsidiaries are a company incorporated in Singapore, we are subject to all relevant laws and regulations of Singapore
and may be affected by new laws, regulations and policies which are introduced by the Singapore government from time to time. We have
identified the main laws and regulations (apart from those pertaining to general business requirements) that we anticipate may materially
affect our operations, the relevant regulatory bodies and the licenses, permits and approvals typically required for the conduct of our
business in Singapore.
The
following description is a summary of material laws and regulations applicable to our operations in Singapore. The laws and regulations
set out below are not exhaustive and are only intended to provide general information to investors and are neither designed nor intended
to be a substitute for professional advice. Prospective investors should consult their own advisers regarding the implication of the
relevant laws and regulations on us.
Laws
and regulations relating to electrical installations
Electricity
Act 2001 (“EA 2001”) and Electricity (Electrical Installations) Regulations 2002 of Singapore (“EEIR 2002”)
The
Energy Market Authority (“EMA”) is the regulatory authority of the electricity industry in Singapore.
In
Singapore, consumers using certain electrical installations, unless otherwise exempted under the EA 2001, are required to hold an electrical
installation license and engage a licensed electrical worker (“LEW”) of the appropriate class to carry out regular inspection
of their installations to ensure that it is safe for use.
Under
the EA 2001, an electrical installation comprises of electrical wirings, fittings or apparatus used for the conveyance and control of
electricity in any premises.
The
main objective of the licensing scheme for electrical installations is to ensure that owners or users of large electrical installations
maintain their electrical installations properly and arrange for their electrical installations to be inspected and certified fit for
operation by LEWs on an annual basis.
As
of the date of this Annual Report, Jurong Barrels is a holder of an Electrical Installation License granted by the EMA under the provisions
of the EA 2001 and the EEIR 2002.
Laws
and regulations relating to explosive precursors
Arms
and Explosives Act 1913 (“AEA 1913”) and Arms and Explosives (Explosive Precursors) Rules 2007 (“EPR 2007”) of
Singapore
The
AEA 1913 is the primary legislation in Singapore regulating the handling of guns, explosives, explosive precursors, certain other weapons
such as swords, daggers and spears as well as noxious substances.
Under
the AEA 1913, explosive precursors refer to any of the 15 substances specified in the Second Schedule of AEA 1913. As part of its business,
Jurong Barrels deals with sodium nitrite, which is the 12th explosive precursor referred to in the Second Schedule of the
AEA 1913.
Section
21A(1) of the AEA 1913 provides that a person must not unless authorized thereto by license, and in accordance with the conditions of
the license and such other conditions as may be prescribed, have in the person’s possession or under the person’s control,
import, export, manufacture or deal in any explosive precursor.
Further,
under the EPR 2007, a licensee shall keep and maintain and register book for a period of not less than 3 years from the date the record
is made, and make the register book available for inspection by the Licensing Officer, who is responsible for the issuance of licenses
on explosive precursors under Section 4 of the AEA 1913.
As
of the date of this Annual Report, the SPF has granted Mr. Lim CP for Jurong Barrels a license to possess or control sodium nitrite in
the quantity of 300,000 kgm as well as a license to store sodium nitrite in the quantity of 300,000 kgm respectively.
Laws
and regulations relating to discharge of trade effluent
Sewerage
and Drainage Act 1999 (“SDA 1999”) and Sewerage and Drainage (Trade Effluent) Regulations 1999 (“TER 1999”) of
Singapore
The
SDA 1999 governs the provision, operation and maintenance of the sewerage systems in Singapore.
As
defined in the SDA 1999, trade effluent refers to any liquid, including particles of matter and other substances in suspension in the
liquid, which is the outflow from any trade, business or manufacture or of any works of engineering or building construction.
All
trade effluent to be discharged into the public sewerage system must be done with prior written approval from the PUB. Requirements relating
to trade effluent discharge are set out in the SDA 1999 as well as the TER 1999.
During
the course of its business operations, Jurong Barrels generates trade effluent, which is discharged into the public sewer. As of the
date of this Annual Report, Jurong Barrels has obtained written approval from the PUB to discharge trade effluent into the public sewer
at its plant located at 34 Gul Crescent, Singapore 629538 (the “Plant”). The written approval which is currently in force,
is valid from December 11, 2020 and is set to expire on December 10, 2025.
Laws
and regulations relating to toxic industrial waste
Environmental
Public Health Act 1987 (“EPHA 1987”) and Environmental Public Health (Toxic Industrial Waste) Regulations 1988 (“TIWR
1988”) of Singapore
Under
the EPHA 1987, toxic industrial waste, refers to any industrial waste which owing to its nature, composition or quantity constitutes
a danger to human health or the environment or which contains or may produce pathogens of transmissible diseases.
The
handling, transportation, treatment and disposal of toxic industrial waste in Singapore is regulated under TIWR 1988 which is a subsidiary
legislation derived from the EPHA 1987. TIWR 1988 sets out the restrictions on the generation of toxic industrial wastes as listed in
its Schedule, as well as regulations on the import, transport and storage of such waste.
Laws
and regulations relating to collection of toxic waste
TIWR
1988 prescribes that all toxic industrial waste collectors must be licensed. Under the TIWR 1988, a toxic industrial waste collector
is defined as a person who receives toxic industrial wastes for storage, reprocessing, treatment and disposal.
Under
Regulations 9 and 10 of the TIWR 1988, a license must be obtained from the PCD to collect specific toxic industrial wastes as stipulated
in the license and such waste storage and treatment activities is to be confined to waste storage approved premises and facilities.
Laws
and regulations relating to transportation of toxic industrial waste
The
transportation of toxic industrial waste is regulated under the TIWR 1988.
Written
transport approval from the PCD is required for the transportation of wastes in quantities which exceed those specified in the TIWR 1988.
TIWR
1988 delineates the functions and responsibilities of the key persons involved in the transportation process, which are as follows:
(a) |
Consignor: means
any person who presents a consignment of toxic industrial waste for transport or on whose behalf such consignment is presented. |
(b) |
Carrier: means any
person undertaking the transport of toxic industrial waste and includes both carriers for hire or reward and carriers on own account; |
(c) |
Consignee: is the
person who receives the controlled wastes. |
(d) |
Driver: Driver of
the vehicle transporting the toxic industrial wastes |
As
Jurong Barrels receives empty containers for hydrogen peroxide, acid, alkali, oil/waste oil, solvents, acrylic, paint and resin for storage,
reprocessing, use, treatment or disposal at its Plant and transports empty containers for hydrogen peroxide, acid, alkali, oil/waste
oil, solvents, acrylic, paint and resin as part of its business operations, as of the date of this Annual Report, Jurong Barrels has
obtained a license for the transportation of toxic industrial waste as well as a toxic industrial waste collectors’ license from
the relevant regulatory authority, the NEA.
Laws
and regulations relating to storage and use of hazardous substances
Environmental
Protection and Management Act 1999 (“EPMA 1999”) and Environmental Protection and Management (Hazardous Substances) Regulations
1999 (“HSR 1999”) of Singapore
Regulation
17(1) of HSR 1999 provides that a person shall not use, keep or have in his possession or under his control any hazardous substance specified
in the Schedule unless he is authorized to store such hazardous substance.
HSR
1999 sets out the approval procedure for the transport, or consignment for transport of any hazardous substance as listed in it Schedule,
as well as import licensing and storage permit procedure for hazardous substances.
As
of the date of this Annual Report, Jurong Barrels has obtained a permit from the NEA to store and use certain hazardous substances pursuant
to the EPMA 1999 and Regulation 17 of the HSR 1999 to store at its business at its Plant and use the following substances for various
purposes:
(a) |
Sodium hydroxide (50.00%
purity, at a maximum quantity of 100.00 litres permitted to be stored): To prevent grease; |
(b) |
Sulphuric acid (35.00%
purity, at a maximum quantity of 100.00 litres permitted to be stored): For water treatment; and |
(c) |
2,2-Dibromo-3-Nitrilproprionamide
(“DBNPA”) (20% purity, at a maximum quantity of 200 litres): Sprayed into internal container. |
Laws
and regulations relating to motor vehicles
Road
Traffic Act 1961 (“RTA 1961”) of Singapore
As
part of its business operations, Jurong Barrels owns 12 delivery trucks in its fleet which are utilised on Singapore roads, and are being
used for the disposal of toxic industrial waste and the provision of collection and/or delivery services.
The
RTA 1961 sets out the regulations relating to road traffic and other regulations concerning the use of vehicles and the user of roads.
Section
10 of the RTA 1961 provides that subject to the RTA 1961 and its relevant rules, no person shall keep or use a vehicle unless it has
been registered under the RTA 1961 and its registration has not been cancelled.
Further,
Section 10B of the RTA 1961 provides that no heavy vehicle shall be registered under the RTA 1961 unless the person applying for the
registration of the heavy vehicle satisfies the Registrar of Vehicles of Singapore that a vehicle parking certificate or such other document
in respect of the parking of the heavy vehicle has been issued by the relevant authority under the Parking Places Act 1974 of Singapore.
Parking
Places Act 1974 (“PPA 1974”) of Singapore
Delivery
trucks, being heavy vehicles, also constitute part of Jurong Barrels’ fleet. A “heavy vehicle” is defined under Section
2 of the PPA 1974 to mean:
(a) |
any heavy goods vehicle
or concrete mixer, the maximum laden weight of which exceeds 5,000 kilograms; |
(b) |
any bus with a seating
capacity of more than 15 persons, not inclusive of the driver; |
(c) |
any trailer, containing
trailer, low loader or flat-bed trailer, the maximum laden weight of which exceeds 5,000 kilograms; and |
(d) |
any mobile crane or recovery
vehicle the unladen weight of which exceeds 2,500 kilograms. |
Parking
Places (Parking of Heavy Vehicles) Rules 1994 (“PPR 1994”) of Singapore
Pursuant
to Regulation 4 of the PPR 1994, every person who is the registered owner of, or who has purchased, a heavy vehicle shall:
(a) |
procure a designated parking
space for the parking of the heavy vehicle; or |
(b) |
if the registered owner
owns or has purchased 2 or more trailers, may procure one designated parking space for the parking of not more than 3 such trailers;
or |
(c) |
if the registered owner
owns or has purchased 2 or more 20-foot trailers, may procure one designated space for the parking of not more than 6 such trailers. |
Regulation
4(4) of the PPR 1994 provides that, upon compliance with the foregoing, the registered owner shall apply for a vehicle parking certificate
in respect of the heavy vehicle.
Regulation
6 of the PPR 1994 provides that every vehicle parking certificate shall be valid for the period for which a designated parking space
for the parking of the heavy vehicle has been procured.
As
of the date of this Annual Report, the motor vehicles which the Jurong Barrels owns and operates for its business in Singapore have been
duly registered and Jurong Barrels has procured the necessary parking spaces and vehicle parking certificates in Singapore in respect
of all delivery trucks in its fleet.
Road
Traffic (Expressways – Excluded Vehicles) Rules 2010 (“EEVR 2010”) of Singapore
Regulation
3 of the EEVR 2010 provides that no person shall use any excluded vehicle, or cause or permit any excluded vehicle to be used, on any
part of an expressway.
The
First Schedule of the EEVR 2010 provides that excluded vehicles include:
1. |
bicycles; 1A. power-assisted
bicycles |
2. |
tricycles; |
3. |
trishaws; |
4. |
motorcycles with side cars
attached; |
5. |
motorcycles for which the
designed maximum speed is less than 50 kilometres per hour; |
6. |
invalid carriages; |
7. |
three-wheeled vans; |
8. |
low trailers; |
9. |
road rollers; |
10. |
ready-mix concrete trucks; |
11. |
mobile cranes; |
12. |
forklifts; |
13. |
excavators; |
14. |
road pavers; |
15. |
tractors; |
16. |
dumpers; |
17. |
wheel loaders; |
18. |
bulldozers; |
19. |
graders; |
20. |
mobile concrete pumps; |
21. |
hydrant dispensers; |
22. |
motor vehicles with any
of the wheels fitted with neither a pneumatic tyre nor a solid rubber tyre; and |
23. |
any other motor vehicle
where the maximum speed at which it may be driven on any road under the Road Traffic (Regulation of Speed) Regulations (R 13) is
less than 50 kilometres per hour. |
However,
Regulation 4 of the EEVR 2010 provides that the owner or driver of an excluded vehicle may apply for a permit authorizing the excluded
vehicle to be used on an expressway or any part thereof.
Jurong
Barrels is the owner of 15 forklifts which are utilized frequently as part of its business operations. As of the date of this Annual
Report, none of the forklifts are used on expressways in Singapore. Jurong Barrels will apply and obtain approval from the relevant authorities
for such use should such need arise.
Motor
Vehicles (Third-Party Risks and Compensation) Act 1960 (“MVA 1960”) of Singapore
The
MVA 1960 provides for regulations concerning third-party risks arising out of the use of motor vehicles and for the payment of compensation
in respect of death or bodily injuries arising out of the use of motor vehicles.
Section
3 of the MVA 1960 provides that it shall be unlawful for a person to use or cause or permit any other person to use a motor vehicle in
Singapore unless there is in force in relation to the use of the motor vehicle by that person or that other person such policy of insurance
in respect of third-party risks.
Section
4(1) of the MVA 1960 provides that to comply with the requirements of the MVA 1960, a policy of insurance must be issued by an insurer
who at the time the policy is issued is lawfully carrying on motor insurance business in Singapore and the policy insures such person,
persons or classes of persons as may be specified in the policy in respect of any liability which may be incurred by him or them in respect
of the death of or bodily injury to any person caused by or arising out of the use of the motor vehicle in Singapore.
As
of the date of this Annual Report, Jurong Barrels has obtained the relevant motor insurances covering third-party risks and such insurances
will cover the relevant third-party liabilities that may be incurred by the drivers of its delivery trucks.
Laws
and regulations relating to Personal Data
Personal
Data Protection Act 2012 (“PDPA 2012”) of Singapore
The
Personal Data Protection Act 2012 (the “PDPA 2012”) generally requires organizations to give notice and obtain consents prior
to collection, use or disclosure of personal data (being data, whether true or not, about an individual who can be identified from that
data or from that data and other information to which organizations have or are likely to have access), and to provide individuals with
the right to access and correct (any error or omission in) their own personal data. Organizations have mandatory obligations to assess
if the data breaches they suffer are notifiable data breaches, and are required to notify the Singapore Personal Data Protection Commission
(“PDPC”) and the affected individuals where the data breach is of a certain severity (where the data breach results in, or
is likely to result in significant harm to the affected individual, and/or is, or is likely to be of significant scale).
The
PDPA 2012 also imposes various baseline obligations on organizations in connection with permitted uses of, accountability for, the protection
of, the retention of, and overseas transfers of, personal data. In addition, the PDPA requires organizations to check “Do-Not-Call”
registries prior to sending marketing messages (whether in sound, text, visual or other forms) addressed to Singapore telephone numbers
(or other telephone numbers as may be prescribed), through voice calls, fax, text messages or other means.
The
PDPA 2012 creates various offenses in connection with the improper use and/or disclosure of personal data, certain methods of collecting
personal data and certain failures to comply with the requirements under the PDPA 2012. These offences may be applicable to organizations,
their officers and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA 2012 empowers the PDPC
with significant regulatory powers to ensure compliance with the PDPA, including powers to investigate, give directions and impose financial
penalties on convicted organizations. In addition, the PDPA 2012 creates a right of private action, pursuant to which the Singapore courts
may, upon such persons’ application, grant damages, injunctions, declarations and such other relief the courts deem fit to persons
who suffer loss or damages directly as a result of contraventions of certain requirements under the PDPA 2012.
The
PDPA 2012 was last amended by the Personal Data Protection (Amendment) Act 2020 (the “Amendment Act”), resulting in significant
amendments to the PDPA 2012. The changes brought about by the Amendment Act have since been implemented in phases as of 1 February 2021.
Amongst others, this has included the implementation of the mandatory data breach notification requirement, the accountability principle
and introduction of offences relating to mishandling of personal data.
Since
1 October 2022, the maximum financial penalty for the breaches of PDPA 2012 have been increased. The financial penalty cap which may
be imposed on organizations for breaches under the PDPA 2012 has increased from the previously fixed S$1 million, to 10% of the organization’s
annual turnover in Singapore for organizations with annual local turnover exceeding S$10 million, whichever is higher.
As
of the date of this Annual Report, key portions of the Amendment Act not yet in force include a requirement for organizations to transfer
personal data of an individual (that is held in electronic form) to a different organization in a commonly used machine-readable format
where requested by the individual (generally referred to as “data portability”).
Laws
and regulations relating to industrial noise control and nuisances
Environmental
Public Health Act 1987 (“EPHA 1987”) of Singapore
The
EPHA 1987 is administered by the NEA and regulates, among other things, the disposal and treatment of industrial waste and public nuisances.
Under the EPHA 1987, the Director- General of Public Health of Singapore (the “DGPH”) may, upon receipt of any information
with respect to the existence of a nuisance liable to be dealt with summarily under the EPHA 1987 and if satisfied of the existence of
a nuisance, serve a nuisance order on the person by whose act, default or sufferance the nuisance arises or continues, or if the person
cannot be found, on the owner or occupier of the premises on which the nuisance arises. Some of the nuisances which are liable to be
dealt with summarily under the EPHA 1987 include any factory or workplace which is not kept in a clean state, any place where there exists
or is likely to exist any condition giving rise, or capable of giving rise to the breeding of flies or mosquitoes, any place where there
occurs, or from which there emanates noise or vibration as to amount to a nuisance and any machinery, plant or any method or process
used in any premises which causes a nuisance or is dangerous to public health and safety. If the DGPH receives any information in respect
of the existence of a nuisance liable to be dealt with under the EPHA 1987, a nuisance order may be served on the person responsible
for the nuisance prescribing the measures to be taken to remedy the nuisance. Any failure to comply with the nuisance order served is
an offense and such person is liable upon conviction for a fine not exceeding S$10,000 for the first offense and to a further fine not
exceeding S$1,000 for every day during which the offense continues after conviction.
Environmental
Protection and Management Act 1999 (“EPMA 1999”) of Singapore
The
EPMA 1999 of Singapore and its subsidiary legislation are administered by the NEA, which provide for, among other things, laws relating
to pollution control in Singapore through the regulation of various industries. Pursuant to the Environmental Protection and Management
(Boundary Noise Limits for Factory Premises) Regulations (the “EPM Regulations 1999”), the owner or occupier of any factory
premises shall ensure that the level of noise emitted from his premises does not exceed the maximum permissible noise levels as set out
in the First Schedule to the EPM Regulations 1999. The permissible noise levels may vary depending on the type of affected premises,
which include, among others, noise sensitive premises that require peace and quiet, residential premises and commercial premises not
including factory premises. Any person who fails to comply with the requirements under the EPM Regulations 1999 is guilty of an offense
and liable upon conviction for (a) a fine not exceeding S$5,000 on the first conviction, and in the case of a continuing offense, to
a further fine not exceeding S$200 for every day or part thereof the offense continues after the conviction; and (b) a fine not exceeding
S$10,000 on a subsequent conviction, and in the case of a continuing offense, to a further fine not exceeding S$300 for every day or
part thereof during which the offense continues after conviction.
Laws
and regulations relating to workplace health and safety
Workplace
Safety and Health Act 2006 of Singapore (“WSHA 2006”)
Sections
12(1) and 12(2) of the WSHA 2006 provide that every employer has the duty to take, so far as is reasonably practicable, such measures
as are necessary to ensure the safety and health of its employees at work. These measures include providing and maintaining for the employees
a work environment that is safe, without risk to health, and adequate with regards to facilities and arrangements for employees’
welfare at work, ensuring that adequate safety measures are taken in respect of any machinery, equipment, plant, article or process used
by the employees, ensuring that the employees are not exposed to hazards arising out of the arrangement, disposal, manipulation, organization,
processing, storage, transport, working or use of things in or near their workplace and under the control of the employer, developing
and implementing procedures for dealing with emergencies that may arise while those persons are at work and ensuring that the employees
at work have adequate instruction, information, training and supervision as is necessary for them to perform their work. The relevant
regulatory body is the MOM.
Any
person who breaches his duty under the WSHA 2006 is guilty of an offense and will be liable on conviction, in the case of a body corporate,
to a fine not exceeding S$500,000 and if the contravention continues after the conviction, the body corporate shall be guilty of a further
offense and will be liable to a fine not exceeding S$5,000 for every day or part thereof during which the offense continues after conviction.
For repeat offenders, where a person has on at least one previous occasion been convicted of an offense under the WSHA 2006 that causes
the death of any person and that person is subsequently convicted of the same offense that causes the death of another person, the court
may, in addition to any imprisonment, if prescribed, punish the person, in the case of a body corporate, with a fine not exceeding S$1
million and, in the case of a continuing offense, with a further fine not exceeding S$5,000 for every day or part thereof during which
the offense continues after conviction.
Under
Section 16 of the WSHA 2006, it is the duty of any person who manufactures any machinery, equipment or hazardous substance (“MEHS”),
which includes, among other things, welding equipment, for use at work to ensure, so far as is reasonably practicable, that (a) information
regarding the safe use of the MEHS is supplied for use at work (which should include precautions to be taken for the proper use and maintenance
of such MEHS, the health hazards associated with the MEHS and the information relating to and the results of any examinations or tests
of the MEHS that are relevant to its safe use); (b) the MEHS are safe, and without risk to health, when properly used; and (c) the MEHS
are examined and tested in compliance with the obligation imposed by paragraph (b). The duties imposed on any person in respect of the
aforementioned shall (i) apply only if the MEHS are manufactured or supplied in the course of a trade or business carried on by the person
(whether for profit or not); (ii) apply whether the MEHS are exclusively manufactured or supplied for use by persons at work; (iii) extend
to the supply of the MEHS by way of sale, transfer, lease or hire and whether as principal or agent, and to the supply of the MEHS to
a person for the purpose of supply to others; and (iv) not apply to a person by reason only that the person supplies the machinery or
equipment under a lease-purchase agreement, conditional sale agreement or credit-sale agreement to another (“customer”) in
the course of a business of financing the acquisition of the machinery or equipment by the customer from others. In the event any person
contravenes the relevant provision in the WSHA 2006 that imposes the aforementioned duty on such person, that person is guilty of an
offense, and liable on conviction (in the case of a natural person) for a fine not exceeding S$200,000 or imprisonment for a term not
exceeding two years or both, or (in the case of a body corporate) for a fine not exceeding S$500,000.
Further,
under Section 21(1), read with Section 21(2) of the WSHA 2006, the Commissioner for Workplace Safety and Health (the “CWSH”)
may serve a remedial order or a stop-work order in respect of a workplace if he is satisfied that (a) the workplace is in such condition,
or is so located, or any part of the machinery, equipment, plant or article in the workplace is so used, that any work or process carried
on in the workplace cannot be carried on with due regard to the safety, health and welfare of persons at work; (b) any person has contravened
any duty imposed by the WSHA 2006; or (c) any person has done any act, or has refrained from doing any act which, in the opinion of the
CWSH, poses or is likely to pose a risk to the safety, health and welfare of persons at work.
The
remedial order shall direct the person served with the order to take such measures, to the satisfaction of the CWSH, to, among other
things, remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health
and welfare of the persons at work, whereas a stop-work order will direct the person served with the order to immediately cease to carry
on any work or process indefinitely or until such measures as are required by the CWSH have been taken, to the satisfaction of the CWSH,
to remedy any danger so as to enable the work or process in the workplace to be carried on with due regard to the safety, health and
welfare of the persons at work, and shall specify the date on which such order is to take effect.
Pursuant
to the Workplace Safety and Health (Noise) Regulations 2011 of Singapore (the “WSHNR 2011”), the occupier of a workplace
must take reasonably practicable measures to reduce or control the noise from any machinery or equipment used or from any process, operation
or work carried out by him in the workplace, so that no person at work in the workplace is exposed or likely to be exposed to excessive
noise. This may include replacing noisy machinery, equipment, processes, operations or work with less noisy machinery, equipment, processes,
operations or work, and such other measures as prescribed under the WSHNR 2011. Where it is not practicable to reduce the noise, the
occupier of a workplace shall limit the duration of time persons at work are exposed to the noise in accordance with the time limits
prescribed in the Schedule under the WSHNR 2011. Any person who contravenes the aforementioned is guilty of an offense and is liable
on conviction for a fine not exceeding S$10,000, and in the case of a second or subsequent conviction, for a fine not exceeding S$20,000
or imprisonment for a term not exceeding six months or both.
Pursuant
to the Workplace Safety and Health (Risk Management) Regulations 2006 (“Risk Management Regulations 2006”), the employer
in a workplace is supposed to, among other things, conduct a risk assessment in relation to the safety and health risks posed to any
person who may be affected by his undertaking in the workplace, take all reasonably practicable steps to eliminate or minimize foreseeable
risks, implement measures or safety procedures to address the risks, and to inform workers of the same, maintain records of such risk
assessments and measures/safety procedures for a period of not less than three years and submit such records to the CWSH when required
by the CWSH from time to time. Any employer who fails to comply with the aforementioned requirements is guilty of an offense and is liable
on conviction for a fine not exceeding S$10,000 for the first offense, and for a fine not exceeding S$20,000 for a subsequent offense
or imprisonment for a term not exceeding six months or both.
Workplace
Safety and Health (General Provisions) Regulations 2006 of Singapore (“WSHR 2006”)
More
specific duties imposed by MOM on employers are laid out in the WSHR 2006. Some of these duties include taking effective measures to
protect persons at work from the harmful effects of any exposure to any biohazardous material which may constitute a risk to their health
and ensuring that the employee has the necessary expertise for the work that he is engaged for and implemented adequate safety and health
measures.
Pursuant
to Regulations 19, 20 and 21 of the WSHR 2006, the following equipment, amongst others, are required to be tested and examined by an
examiner (the “Authorized Examiner”), who is authorized by the Commissioner of Workplace Safety and Health (“CWSH”),
before they can be used in a factory and thereafter, at specified intervals:
●
hoist or lift;
●
lifting gears; and/or
●
lifting appliances and lifting machines.
Upon
examination, the Authorized Examiner will issue and sign a certificate of test and examination, specifying the safe working load of the
equipment. Such certificate of test and examination shall be kept available for inspection. Under Regulation 22 of the WSHR 2006, it
is the duty of the owner of the equipment/occupier of a workplace to keep a register containing the requisite particulars with respect
to the lifting gears, lifting appliances and lifting machines. In addition to the above, under the WSHA 2006, inspectors appointed by
the CWSH may, among others, enter, a workplace, to make such examination and inquiry as may be necessary to ascertain whether the provisions
of the WSHA 2006 are complied with, to take samples of any material or substance found in a workplace or being discharged from any workplace
for the purpose of analysis or test, to assess the levels of noise, illumination, heat or harmful or hazardous substances in any workplace
and the exposure levels of persons at work therein and to take into custody any article in a workplace which is required for the purpose
of an investigation or inquiry under the WSHA 2006.
Further,
pursuant to Regulation 41(1), all hazardous substances used in a workplace are required to be placed under the control of a competent
person who has the adequate knowledge of the properties of the substances and its dangers.
Regulation
41(4) of the WSHR 2006 states that these substances should be kept, stored, used, handled or disposed properly so that it will not pose
a risk to the health and safety of any person at work.
Regulation
41(2) of the WSHR 2006 also requires hazard communication through the use of warning signs, container labelling and safety data sheets.
In
addition, the Workplace Safety and Health (“WSH”) Guidelines on Management of Chemical Programme also prescribes several
guidelines relating to the management of hazardous chemicals in production, storage, transport, usage, handling and disposal.
Jurong
Barrels has put in place systems to ensure the safety of its workers when handling hazardous chemicals. Jurong Barrels has fulfilled
the requirements to obtain the Level 4 accreditation under bizSAFE and has obtained on June 25, 2021 a certificate (valid until June
24, 2027) from WSH confirming the same.
Workplace
Safety and Health (Risk Management) Regulations 2006 of Singapore (“Risk Management Regulations 2006”)
Pursuant
to Regulation 3 of the Risk Management Regulations 2006, employers and principal must in every workplace conduct a risk assessment in
relation to the safety and health risks posed to any person who may be affected by his undertaking in the workplace, and under Regulation
4 of the Risk Management Regulations 2006 take all reasonably practicable steps to eliminate any foreseeable risk to any person who may
be affected by his undertaking in the workplace. Where it is not reasonably practicable to eliminate such risk, the employer or principal
is required to implement reasonably practicable measures to minimize the risk, such as substitution, engineering control, administrative
control and provision and use of suitable personal protective equipment, and safe work procedures to control the risk. The employer and
principal shall also take all reasonably practicable steps to ensure that any person in the workplace who may be exposed to a risk to
his safety and health is informed of the nature of the risk involved, and any measure of safe work procedures implemented.
Work
Injury Compensation Act 2019 of Singapore (“WICA 2019”)
The
Work Injury Compensation Act 2019 of Singapore (the “WICA 2019”), which is regulated by the MOM, applies to all employees
who are engaged under a contract of service or apprenticeship with an employer regardless of their level of earnings. The WICA 2019 does
not cover self-employed persons or independent contractors. However, as the WICA 2019 provides that, where any person (referred to as
the principal) in the course of or for the purpose of his trade or business contracts with any other person (referred to as the subcontractor
employer), the principal shall be liable to compensate those employees of the subcontractor employer who were injured while employed
in the execution of work for the principal. The WICA 2019 provides that if an employee dies or sustains injuries in a work-related accident
or contracts occupational diseases in the course of the employment, the employer shall be liable to pay compensation in accordance with
the provisions of the WICA 2019. An injured employee is entitled to claim medical leave wages, medical expenses and lump sum compensation
for permanent incapacity or death, subject to certain limits stipulated in the WICA 2019.
An
employee who has suffered an injury arising out of and in the course of his employment can choose to either:
(a)
report the accident to his employer in order to submit a claim for compensation through the MOM without needing to prove fault or negligence
on anyone’s part. There is a fixed formula in the WICA for the amount of compensation to be awarded; or
(b)
commence legal proceedings to claim damages under common law against the employer for breach of duty or negligence.
Under
Section 24(1) of the WICA 2019, every employer is required to insure and maintain insurance under approved policies with an insurer against
all liabilities which he may incur under the provisions of the WICA 2019 in respect of all employees employed by him, unless specifically
exempted. Further, pursuant to Section 24(1) of the WICA 2019, read with Regulation 3 and the Second Schedule of the Work Injury Compensation
(Insurance) Regulations 2020, every employer is required to maintain work injury compensation insurance for all employees engaged in
manual work labor regardless of their salary level, as well as all employees doing non-manual work whose salary exceeds $2,600 a month.
Failure to provide adequate insurance is an offense carrying a fine of up to S$10,000 or imprisonment for a term of up to 12 months,
or both for a first time offender under Section 25(1) of WICA 2019. For further information on our Group’s insurance policies,
please refer to the section headed “Insurance”.
As
of the date of this Annual Report, Jurong Barrels has maintained the necessary insurance as required under the WICA 2019.
Laws
and regulations relating to employment
Employment
Act 1968 of Singapore (“EA 1968”)
The
EA 1968 of Singapore is Singapore’s main labor law. The EA 1968 covers every employee who is under a contract of service with an
employer and includes a workman (as defined under the EA 1968) subject to exceptions. The definition of “employee” under
the EA 1968 does not extend to freelance contractors who have entered into a contract for service. Accordingly, freelance contractors
are not considered to be employees of our Group. The EA provides for the basic terms and conditions at work for employees covered by
the EA 1968. It prescribes certain minimum conditions of service that employers are required to provide to their employees, including
(i) minimum days of statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal;
(iv) provision of key employment terms in writing and (v) statutory maternity leave and childcare leave benefits.
A
workman is defined under Section 2 of the EA 1968 as including, among others, (a) any person, skilled or unskilled, who has entered into
a contract of service with an employer in pursuance of which he is engaged in manual labor, including any apprentice; and (b) any person
employed partly for manual labor and partly for the purpose of supervising in person any workman in and throughout the performance of
his work.
Core
employment provisions of the EA 1968 include public holiday and sick leave entitlements, minimum days of annual leave, payment of salary
and allowable deductions and release for wrongful dismissal, cover all employees, including persons employed in a managerial or executive
position, except public servants, domestic workers, seafarers and those who are covered separately.
In
addition to the core employment provisions of the EA 1968, Part IV of the Employment Act contains provisions relating to, among other
things, working hours, overtime, rest days, holidays, annual leave, payment of retrenchment benefit, priority of retirement benefit,
annual wage supplements and other conditions of work or service (“Part IV”). However, such Part IV provisions only apply
to: (a) workmen (doing manual labour) earning basic monthly salaries of not more than S$4,500; and (b) employees (excluding workmen)
earning basic monthly salaries of not more than S$2,600. An employer who breaches any provision of Part IV of the EA 1968 is guilty of
an offense and is liable on conviction for a fine not exceeding S$5,000, and for a second or subsequent offense a fine not exceeding
S$10,000 or imprisonment for a term not exceeding 12 months or both.
From
April 1, 2016, employers are required to issue to their employees who are covered by the EA 1968 and who are employed for 14 days or
more a written record of the key employment terms of the employee. The key employment terms required to be provided (unless inapplicable
to such employee) include, among other things, working arrangements (such as daily working hours, number of working days per week and
rest day(s)), salary period, basic salary, fixed allowances and deductions, overtime rate of pay, types of leave and other medical benefits.
Employment
of Foreign Manpower Act 1990 of Singapore (“EFMA 1990”)
The
employment of foreign employees in Singapore is governed by EFMA 1990 and is regulated by the MOM. The EFMA 1990 prescribes the responsibilities
and obligations of employers of foreign employees in Singapore.
The
EFMA 1990 provides that no person shall employ a foreign employee unless the foreign employee has obtained a valid work pass from the
MOM in accordance with the Employment of Foreign Manpower (Work Passes) Regulations 2012, which allows the foreign employee to work for
him. Any person who fails to comply with or contravenes this provision of the EFMA 1990 is guilty of an offense and will: (a) be liable
on conviction for a fine not less than S$5,000 and not more than S$30,000 or imprisonment for a term not exceeding 12 months or both;
and (b) on a second or subsequent conviction: (i) in the case of an individual, be liable for a fine of not less than S$10,000 and not
more than S$30,000 and imprisonment for a term of not less than one month and not more than 12 months; or (ii) in any other case, be
punished with a fine of not less than S$20,000 and not more than S$60,000.
In
Singapore, the work pass to be issued to a foreigner is contingent on, among other things, the type of work and salary being received
by the foreigner in question. Foreign professionals, managers and executives earning a fixed monthly salary of at least S$5,000 (in all
sectors except the financial services sector) and at least $5,500 (in the financial sector), with acceptable qualifications (such as
a good university degree, professional qualifications or specialist skills) are eligible for an employment pass. The qualifying salaries
increase for older and more experienced candidates. From September 1, 2023, in addition to meeting qualifying salary, employment pass
candidates must also pass a points-based Complementarity Assessment Framework (“COMPASS”). Mid-level skilled staff earning
a fixed monthly salary of at least S$3,000 (in all sectors except the financial services) and $3,500 (in the financial services sector)
who possess a degree, diploma or technical certificate and have the relevant work experience may apply for an S-pass; and semi-skilled
foreign workers from approved source countries working in, among others, the manufacturing sector may apply for a work permit.
Further,
under the Employment of Foreign Manpower (Work Passes) Regulations 2012, an employer of a Work Permit or S-Pass holder is required to
purchase and maintain medical insurance with coverage of at least S$15,000 per 12-month period of a foreign workers’ employment
(or for such shorter period where the foreign workers’ period of employment is less than 12 months) for the foreign workers’
in-patient care and day surgery except as the Controller of Work Passes may otherwise provide by notification in writing.
On
March 4, 2022, the MOM announced the enhanced medical insurance coverage to better protect employers from bearing large unexpected medical
bills. The medical insurance coverage will apply to all new Work Permit and S Pass applications and renewals. Key features of the enhanced
coverage include (a) introduction of a co-payment element for employers and insurers for amounts above $15,000, up to an annual claim
limit of $60,000, (b) standardization of allowable exclusion clauses (c) introduction of age-differentiated premiums (d) requirement
for insurers to reimburse hospitals directly upon the admissibility of the claim. This has since come into effect from July 1, 2023.
In
addition, the employment of foreign workers is also subject to sector-specific rules regulated by the MOM through the following policy
instruments: (a) business activity; (b) approved source countries; (c) the imposition of security bonds and levies; and (d) quota (or
dependency ratio ceilings) based on the ratio of local to foreign workers.
Required
safety courses
For
the manufacturing sector, foreign workers who handle metals and machinery in the metalworking industry, such as our foreign workers employed
under JCS, must take a Metalworking Safety Orientation Course or an Apply Workplace Safety and Health in Metal Work course before their
work permits can be issued, and such courses may be conducted by either the Occupational Safety and Health Training and Promotion Centre
or other training institutions approved by the Chief Inspector appointed by the Minister of Manpower.
A
work permit cannot be issued to the foreign worker until he has taken the safety course. Employers are responsible for their workers
passing the test. If the foreign workers fail the course, they should retake it as soon as possible and are required to pass the course
within three months of their arrival or their work permit could be revoked. Foreign workers in the metalworking industry that have worked
in the metalworking industry for (a) less than six years must pass the safety course once every two years; and (b) more than six years
must pass the safety course once every four years.
Employers
renewing a work permit must ensure that the foreign worker’s safety course certificate has a validity period of more than one month
on the day of renewal, otherwise the work permit will not be renewed.
Other
employment-related benefits prescribed by Singapore law
Other
employment-related benefits which are prescribed under law include (i) contributions to be made by an employer to the Central Provident
Fund, under the Central Provident Fund Act 1953 of Singapore (“CPFA 1953”) in respect of each employee, who is a citizen
or permanent resident of Singapore; (ii) the provision of statutory maternity, paternity, childcare and adoption leave benefits (in each
case subject to the fulfillment of certain eligibility criteria) under the Child Development Co-Savings Act 2001 (“CDCSA 2001”);
(iii) statutory protections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee
who attains the prescribed minimum retirement age, under the Retirement and Re-employment Act 1993 (“RRA 1993”) and (iv)
statutory requirements relating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act
2019 (the “WICA 2019”) and the Workplace Safety and Health Act 2006 (the “WSHA 2006”)
Central
Provident Fund Act 1953 (“CPFA 1953”) of Singapore
The
Central Provident Fund (“CPF”) system is a mandatory social security savings scheme funded by contributions from employers
and employees. Pursuant to the Central Provident Fund Act 1953 of Singapore (“CPFA 1953”), an employer is obliged to make
CPF contributions for all employees who are Singapore citizens or permanent residents who are employed in Singapore by an employer (save
for employees who are employed as a master, a seaman or an apprentice in any vessel, subject to an exception for non-exempted owners).
CPF contributions are not applicable for foreigners who hold employment passes, S passes or work permits. CPF contributions are required
for both ordinary wages and additional wages (subject to an ordinary wage ceiling and a yearly additional wage ceiling) of employees
at the applicable prescribed rates which is dependent on, among other things, the amount of monthly wages and the age of the employee.
An employer must pay both the employer’s and employee’s share of the monthly CPF contribution. However, an employer can recover
the employee’s share of CPF contributions by deducting it from their wages when the contributions are paid for that month.
Where
the amount of the contributions which an employer is liable to pay under the CPFA 1953 in respect of any month is not paid within such
period as may be prescribed, the employer shall be liable for the payment of interest on the amount for every day the amount remains
unpaid commencing from the first day of the month succeeding the month in respect of which the amount is payable and the interest shall
be calculated at the rate of 1.5% per month or the sum of S$5, whichever is greater. Where any employer who has recovered any amount
from the monthly wages of an employee in accordance with the CPFA fails to pay the contributions to the CPF within such time as may be
prescribed, he will be guilty of an offense and will be liable on conviction for a fine not exceeding S$10,000 or imprisonment for a
term not exceeding seven years or both. Where an offense has been committed under the CPFA but there are no penalties provided, the offender
may be liable for a fine not exceeding S$5,000 or imprisonment for a term not exceeding six months or both, and where the offense is
repeated by the same offender, the offender may be liable for a fine not exceeding S$10,000 or imprisonment for a term not exceeding
12 months or both.
Laws
and regulations relating to exports
Customs
Act 1960 of Singapore (“CA 1960”)
Goods
exported from Singapore are regulated under the CA 1960. To export goods from Singapore, the exporter is required to declare the goods
to Singapore Customs, a department under the Ministry of Finance, which is the lead agency for trade facilitation and revenue enforcement.
The Singapore Goods and Services Tax (the “GST”) is not levied on goods exported from Singapore. A Customs export permit
is required for, among other things, the export of locally manufactured goods or local GST paid goods, the export of goods from free
trade zones, dutiable goods from licensed warehouses and non-dutiable goods from a zero-rated warehouse. The exporter will be the party
that issues the commercial invoice to his overseas customer. Exporters who intend to engage in import and/or export activities in Singapore
or appoint a declaring agent to apply for Customs import, export and transshipment permits or certificates will need to activate their
Customs Account with Singapore Customs, further to which a declaring agent may be appointed to apply for Customs permits on their behalf.
Declaring agents have to be registered with Singapore Customs.
Exporters
may be penalized if they do not comply with the requirements and conditions imposed under the CA 1960. Making an incorrect declaration
or failing to make a declaration of goods imported into, exported from or transshipped in Singapore will result in being liable on conviction
for a fine not exceeding S$10,000, or the equivalent of the amount of the customs duty, excise duty or GST payable, whichever is the
greater amount, or imprisonment for a term not exceeding 12 months, or both.
Laws
and regulations relating to COVID-19 and infectious diseases
Infectious
Diseases Act 1976 of Singapore (“IDA 1976”)
The
IDA 1976 relates to the quarantine and the prevention of infectious diseases. Under the IDA 1976, if the Director-General of Health (the
“DGH”) has reason to believe that there exist on any premises conditions that are likely to lead to the outbreak or spread
of any infectious disease, he may, among other things, by written notice, order the closure of the premises for a period not exceeding
14 days, and require the owner or occupier of the premises to cleanse or disinfect the premises in the manner and within the time specified
in the notice or carry out such additional measures as the DGH may require in the manner and within the time specified in the notice.
Such notice directing the owner or the occupier of the premises to close the premises may be renewed by the DGH from time to time for
such period, not exceeding 14 days, as the DGH may, by written notice, specify.
In
addition, the DGH may order any person who is, or is suspected to be, a case or carrier or contact of an infectious disease to be detained
and isolated in a hospital or other place for such period of time and subject to such conditions as the DGH may determine. The DGH may
also direct any person carrying on any occupation, trade or business in a manner as is likely to cause the spread of infectious disease
to take preventative action that the DGH reasonably believes is necessary to prevent the possible outbreak or prevent or reduce the spread
of the infectious disease. Under the IDA 1976, “preventative action” in the case of such direction, includes, among other
things, requiring the person to stop carrying on, or not carry on, the occupation, trade or business during a period of time specified
in the direction.
Any
person who, without reasonable excuse, fails to comply with any requirement of such notice or direction given to that person by the DGH
is guilty of an offense. While there are no specific penalties for such offense, any person guilty of an offense under the IDA 1976 for
which no penalty is expressly provided shall (a) in the case of a first offense, be liable on conviction for a fine not exceeding S$10,000
or imprisonment for a term not exceeding 6 months or both; and (b) in the case of a second or subsequent offense, be liable on conviction
for a fine not exceeding S$20,000 or imprisonment for a term not exceeding 12 months or both.
Infectious
Diseases (COVID-19 — Stay Orders) Regulations 2020
At
the height of the COVID-19 pandemic in Singapore, and on March 26, 2020, the Ministry of Health of Singapore (the “MOH”)
promulgated the Infectious Diseases (COVID-19 — Stay Orders) Regulations 2020 (the “SHN Regulations 2020”) under the
Infectious Diseases Act of Singapore.
Under
the SHN Regulations 2020, an at-risk individual may be ordered to go directly to one or more places of accommodation specified in an
order given under the SHN Regulations 2020 and not leave the place of accommodation if, among other things, the individual is a traveler
entering Singapore on or after October 7, 2021, for the period starting upon the issue of the order and ending on the later of (i) a
day specified in the order, which must not be later than the 21st day after the date the order was issued; and (ii) the day that the
individual knows that he tests negative for COVID-19 after undergoing any antigen rapid test or polymerase chain reaction test as prescribed
under the SHN Regulations 2020, and if the individual is required to undergo a serology test, also tests positive after undergoing a
serology test as prescribed under the SHN Regulations 2020. The penalty for an offense under the SHN Regulations 2020 is a fine of up
to S$10,000 or imprisonment of up to six months or both.
On
February 16, 2022, the Singapore government announced the further simplification of existing healthcare protocols, workplace testing
requirements and safe management measures, including focusing the mandatory rostered routine testing on sectors where there are interactions
with vulnerable populations as well as the provision of essential services, such as the healthcare and eldercare sectors and selected
essential services sectors, with effect from February 18, 2022, and workplace requirements will be aligned with those for community safe
management measures. The border measures for travelers were also simplified with effect from February 22, 2022, including the standardization
of the stay home notice duration to seven days across all country/region categories in view of the Omicron variant’s shorter incubation
period and the cessation of the enhanced testing regime for travelers arriving on vaccinated travel lanes.
For
travelers arriving in Singapore from February 13, 2023, there are no longer any COVID-19 measures for travelers arriving into Singapore
regardless of vaccination status or traveler profile.
Easing
of COVID-19 safe management measures at the workplace
Since
February 13, 2023, safe management measures (“SMM”) for workplaces have been fully lifted, and employers are no longer required
to monitor or implement any SMMs, Employers may decide which SMM measures they wish to retain based on business continuity or workplace
health and safety reasons. Employees do not need to be tested before reporting to the workplace, and most employees and visitors do not
need to wear masks at the workplaces.
ITEM
4A. UNRESOLVED STAFF COMMENTS
Not
Applicable
ITEM
5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and related notes included elsewhere in this Annual Report. This discussion and analysis and other parts of this
Annual Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties,
and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking
statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this Annual Report.
You should carefully read the “Risk Factors” section of this Annual Report in Item 3D to gain an understanding of the important
factors that could cause actual results to differ materially from our forward-looking statements.
OVERVIEW
JBDI
Holdings Limited is a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company
with no material direct operations of our own, we conduct our operations through our operating subsidiaries in Singapore.
For
the financial years ended May 31, 2024 and 2023, our net revenue amounted to approximately $9.4 million and approximately $11.1 million,
respectively, of which Singapore accounted for approximately $7.9 million in 2024 and approximately $9.3 million in 2023, respectively.
Indonesia accounted for approximately $0.9 million in 2024 and approximately $1.4 million in 2023, respectively and Malaysia and other
countries accounted for approximately $0.6 million in 2024 and approximately $0.4 million in 2023, respectively.
For
our net loss amounted to approximately $1.0 million and our net income amounted to approximately $0.8 million for the financial years
ended May 31, 2024 and 2023, respectively.
For the financial years ended May 31, 2023 and 2022, our net revenue amounted
to approximately $11.1 million and approximately $11.9 million, respectively, of which Singapore accounted for approximately $9.3 million
in 2023 and approximately $10.1 million in 2022, respectively. Indonesia accounted for approximately $1.4 million in 2023 and approximately
$1.4 million in 2022, respectively and Malaysia and other countries accounted for approximately $0.4 million in 2023 and approximately
$0.4 million in 2022, respectively.
For our net income amounted to approximately $0.8 million and approximately
$2.2 million for the financial years ended May 31, 2023 and 2022, respectively.
KEY
FACTORS AFFECTING THE RESULTS OF OUR GROUP’S OPERATIONS
Our
financial condition and results of operation have been and will continue to be affected by a number of factors, many of which may be
beyond our control, including those factors set out in the section headed “Risk Factors” in this Annual Report and those set
out below.
|
● |
Demand
from our major customer groups – Our aggregate sales generated from our top
five customers were approximately 30.0% and 31.6% of our revenue for the financial years
ended May 31, 2024 and 2023, respectively. In particular, sales to our largest customer amounted
to approximately $1.3 million, representing 14.2% of our revenue for the financial years
ended May 31, 2024.
Also,
our aggregate sales generated from our top five customers were approximately 31.6% and 34.9% of our revenue for the financial years
ended May 31, 2023 and 2022, respectively. In particular, sales to our largest customer amounted to approximately $1.8 million, representing
16.4% of our revenue for the financial years ended May 31, 2023. Our sales are significantly affected by the demands of our customers
due to vigorous price competition from competitors, supply chain shortage and disruption, and inflationary cost pressure as our customers
will seek to purchase products at more competitive prices with faster delivery. |
|
|
|
|
● |
Fluctuations
in the cost of our revenues – Finished goods formed the part of our cost of
revenue, representing approximately 32.3% and 31.7% of our total cost of revenues for the
financial years ended May 31, 2024 and 2023, respectively.
Also,
finished goods formed the part of our cost of revenue, representing approximately 31.7% and 28.2% of our total cost of revenues for
the financial years ended May 31, 2023 and 2022, respectively. Fluctuations in the price, availability, quality, cost of labor and
transportation may impact the price of our finished goods, and ultimately in the selling price. We may be unable to pass all or any
of these higher costs on to our customers, which could have a material adverse effect on our profitability. |
|
|
|
|
|
The
prices at which we purchase such finished goods are determined by the demand and supply forces in this industry, as well as our bargaining
power with our suppliers. At the end of May 31, 2024 and 2023, the majority of our finished goods were commonly available from the
market, but our cost of procurement increased significantly due to the inflationary cost pressure, labor shortages, supply chain
delay and disruption during the COVID-19 pandemic. We are exploring how to diversify our procurement networks to lower purchasing
prices, such as through the consolidation of customer orders to negotiate better pricing. We expect continued fluctuations in the
cost of finished goods to affect our margins. |
|
|
|
|
|
All
of the finished goods we procure, are sourced directly from the local suppliers in Singapore effort to ensure availability and adequate
supply, as well as efficient delivery to our customers. |
|
|
|
|
● |
Financial
impact of COVID-19 - The COVID-19 pandemic has caused general business disruptions in Singapore and the rest of the world.
|
We
have been and are continuing to closely monitor the impact of COVID-19 on our business and operations. The pandemic and related actions
taken by governments to limit its spread could cause a temporary closure of our operational facilities, interrupt our fulfillment or
logistics systems, or severely impact the behavior and operations of our customers and suppliers.
On
the onset of the COVID-19 pandemic, we developed and implemented robust COVID-19 operating protocols, while taking the appropriate steps
to protect our financial stability. We experienced a reduction of margins due to our suppliers’ increase in prices, the increase
in freight and handling costs, and the increase in operational costs due to manpower restrictions in the workplace (such as the increase
in costs for the provision of information technology infrastructure to facilitate work-from-home arrangements or the general decrease
in productivity due to physical segregation of teams). However, despite challenges presented by the COVID-19 pandemic, we have remained
committed to our mission and customers, and have witnessed substantial momentum as our response to the pandemic has been implemented
and certain restrictions eased.
Description
and Analysis of Principal Components of Our Results of Operations
The
following discussion is based on our Group’s historical results of operations and may not be indicative of our Group’s future
operating performance.
Comparison
of operating results for the financial years ended May 31, 2024 and 2023
Revenue
As
set forth in the following table, during the financial years ended May 31, 2024 and 2023, our revenue was derived from the sales of Reconditioned
Contains, the sales of new Containers, Reconditioning services, waste water equipment services and sales of Recycled materials
and services serving the chemical and oil and gas industries:
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Revenues | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 6,311 | | |
| 67.2 | | |
| 8,021 | | |
| 72.1 | |
Sales of new Containers | |
| 664 | | |
| 7.1 | | |
| 505 | | |
| 4.5 | |
Reconditioning services | |
| 1,136 | | |
| 12.1 | | |
| 1,365 | | |
| 12.3 | |
Waste water equipment services | |
| 9 | | |
| 0.1 | | |
| 109 | | |
| 1.0 | |
Sales of Recycled materials and services | |
| 1,274 | | |
| 13.5 | | |
| 1,122 | | |
| 10.1 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 9,394 | | |
| 100.0 | | |
| 11,122 | | |
| 100.0 | |
Our
total revenue decreased by approximately $1.7 million or 15.5% to approximately $9.4 million for the financial year ended May 31, 2024
from approximately $11.1 million for the financial year ended May 31, 2023. Such decrease was mainly attributable to the decrease in
Singapore of the sales of Reconditioned Containers and services of
approximately $2.0 million as a result of the local demand.
Our
net loss amounted to approximately $1.0 million for the financial years ended May 31, 2024 and net income amounted to approximately $0.8
million for the financial years ended May 31, 2023, respectively. The net loss for the financial year ended May 31, 2024 was mainly caused
by the decrease in sales and the increase in expenses discussed below.
Approximately
84.2% and 84.0% of our total revenue for the financial years ended May 31, 2024 and 2023, respectively, was generated from customers
located in Singapore. For the same financial years, our revenue generated from customers located in Indonesia accounted for approximately
9.3% and 12.7% of our total revenue, respectively. For the same financial years, our revenue generated from customers located in Malaysia
and other countries accounted for approximately 6.5% and 3.3% of our total revenue, respectively.
Revenue
by geographical locations
During
the financial years ended May 31, 2024 and 2023, the customers for our sale of Reconditioned Containers, the sales of new Containers,
Reconditioning services, waste water equipment services and the sales of Recycled materials and services were mainly located in Singapore.
The following table sets out a breakdown of our revenue by geographic location of our customers for the financial years ended May 31,
2024 and 2023:
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Singapore | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 4,824 | | |
| 61.0 | | |
| 6,243 | | |
| 66.8 | |
Sales of new Containers | |
| 664 | | |
| 8.4 | | |
| 505 | | |
| 5.4 | |
Reconditioning services | |
| 1,136 | | |
| 14.4 | | |
| 1,365 | | |
| 14.6 | |
Waste water equipment services | |
| 9 | | |
| 0.1 | | |
| 109 | | |
| 1.2 | |
Sales of Recycled materials | |
| 1,274 | | |
| 16.1 | | |
| 1,122 | | |
| 12.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 7,907 | | |
| 100.0 | | |
| 9,344 | | |
| 100.0 | |
Singapore
The
revenue in Singapore decreased by approximately $1.4 million for the financial year ended May 31, 2024, as compared to the corresponding
financial year ended May 31, 2023, and was primarily attributable to the decrease in the sales of Reconditioned Containers and services.
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Indonesia | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 877 | | |
| 100.0 | | |
| 1,411 | | |
| 100.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 877 | | |
| 100.0 | | |
| 1,411 | | |
| 100.0 | |
Indonesia
The
revenue in Indonesia decreased by approximately $0.5 million from approximately $1.4 million for the financial years ended May 31, 2023
to approximately $0.9 million for the financial years ended May 31, 2024.
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Malaysia and other countries | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 610 | | |
| 100.0 | | |
| 367 | | |
| 100.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 610 | | |
| 100.0 | | |
| 367 | | |
| 100.0 | |
Malaysia
and other countries
Revenues
from Malaysia and other countries increased by approximately $0.2 million from approximately $0.4 million for the financial years ended
May 31, 2023 to approximately $0.6 million for the financial years ended May 31, 2024.
Cost
of revenues
During
the financial years ended May 31, 2024 and 2023, our Group’s cost of revenues decreased by approximately $0.5 million or 14.3%
to approximately $3.0 million for the financial year ended May 31, 2024 from approximately $3.5 million for the financial year ended
May 31, 2023. Such decrease was mainly attributable to the decrease in the price of the raw materials.
Gross
profit and gross profit margin
Our
total gross profit amounted to approximately $6.4 million and approximately $7.6 million for the financial years ended May 31, 2024 and
2023, respectively. Our overall gross profit margins were approximately 67.7% and 68.3% for the financial years ended May 31, 2024 and
2023, respectively. Our total gross profit decreased during the financial year ended May 31, 2024 from the financial year ended May 31,
2023, primarily due to the lower profit margin through the sales of Reconditioned Containers.
Selling
and distribution expenses
Our
selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound
shipments. The following table sets forth the breakdown of our selling and distribution expenses for the financial years ended May 31,
2024 and 2023:
| |
Financial Years ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Advertisement and promotion | |
| 3 | | |
| 2.3 | | |
| 2 | | |
| 1.6 | |
Commission | |
| 36 | | |
| 27.1 | | |
| 30 | | |
| 23.6 | |
Freight charges | |
| 79 | | |
| 59.4 | | |
| 83 | | |
| 65.4 | |
Transportation | |
| 7 | | |
| 5.3 | | |
| 6 | | |
| 4.7 | |
Travelling | |
| 8 | | |
| 5.9 | | |
| 6 | | |
| 4.7 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 133 | | |
| 100.0 | | |
| 127 | | |
| 100.0 | |
Our
selling and distribution expenses remained the same at approximately $0.1 million for the financial year ended May 31, 2024 and approximately
$0.1 million for the financial year ended May 31, 2023, representing approximately 1.4% and 1.1% of our total revenue for the corresponding
financial years.
Administrative
expenses
The
following table sets forth the breakdown of our administrative expenses for the financial years ended May 31, 2024 and 2023:
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Depreciation | |
| 525 | | |
| 7.0 | | |
| 523 | | |
| 7.9 | |
Salaries and related costs | |
| 3,971 | | |
| 53.1 | | |
| 3,787 | | |
| 57.3 | |
Repair and maintenance | |
| 46 | | |
| 0.6 | | |
| 71 | | |
| 1.1 | |
Upkeep of motor vehicles | |
| 334 | | |
| 4.5 | | |
| 361 | | |
| 5.5 | |
Logistics services | |
| 802 | | |
| 10.7 | | |
| 789 | | |
| 11.9 | |
Management fees | |
| 267 | | |
| 3.6 | | |
| 263 | | |
| 4.0 | |
Impairment on property, plant and equipment | |
| 716 | | |
| 9.6 | | |
| 294 | | |
| 4.5 | |
Impairment of estimated credit losses | |
| 246 | | |
| 3.3 | | |
| - | | |
| - | |
Others | |
| 568 | | |
| 7.6 | | |
| 516 | | |
| 7.8 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 7,475 | | |
| 100.0 | | |
| 6,604 | | |
| 100.0 | |
Administrative
expenses were at approximately $7.5 million and approximately $6.6 million for the financial years ended May 31, 2024 and 2023, respectively,
representing approximately 79.6% and 59.4% of our total revenue for the corresponding financial years.
Staff
costs mainly represented the salaries, employee benefits and retirement benefit costs to our employees and directors’ remuneration.
The staff costs of our Group were at approximately $4.0 million and approximately $3.8 million for the financial years ended May 31,
2024 and 2023, respectively.
Depreciation
expense is charged on our property, plant and equipment which includes (i) leasehold buildings; (ii) right-of-use assets; (iii) motor
vehicles; and (iv) office equipment, and furniture and fittings.
Miscellaneous
expenses were mainly comprised insurance expenses, office supplies, legal and professional fees, repair and maintenance, vehicles upkeep
and other miscellaneous expenses.
Other
Income, Net
The
following table sets forth the breakdown of our other income (expense) for the financial years ended May 31, 2024 and 2023:
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Interest incomes | |
| * | | |
| * | |
Interest expenses | |
| (41 | ) | |
| (47 | ) |
Government grants | |
| 110 | | |
| 158 | |
Gain on disposal of property, plant and equipment | |
| 7 | | |
| 1 | |
Other incomes | |
| 68 | | |
| 108 | |
| |
| | | |
| | |
Total | |
| 144 | | |
| 220 | |
*The
figures are insignificant.
Interest
expenses were approximately $0.04 million for the financial year ended May 31, 2024 and approximately $0.05 million for financial year
ended May 31, 2023 from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed
“Bank Indebtedness” in this section.
Income
Tax Expenses
During
the financial years ended May 31, 2024 and 2023, our income tax refund/expense was comprised of our current tax expense for the relevant
financial year.
For
the financial year ended May 31, 2024, our income tax refund was approximately $0.1 million.
For
the financial year ended May 31, 2023, our income tax was approximately $0.3 million and our effective tax rate was 25.9% due to the
increase in non-deductible expenses.
Net
(Loss) Income
As
a result of the foregoing, our net loss amounted to approximately $1.0 million and our net income amounted to approximately $0.8 million
for the financial years ended May 31, 2024 and 2023, respectively.
Liquidity
and Capital Resources
Our
liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital
and other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited
to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings
as and when appropriate.
Cash
flows
The
following table summarizes our cash flows for the financial years ended May 31, 2024 and 2023:
| |
Financial Years Ended May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Cash and cash equivalents at beginning of the year | |
| 457 | | |
| 787 | |
| |
| | | |
| | |
Net cash provided by operating activities | |
| 1,000 | | |
| 1,639 | |
Net cash used in investing activities | |
| (38 | ) | |
| (46 | ) |
Net cash used in financing activities | |
| (1,081 | ) | |
| (1,951 | ) |
Effect on exchange rate change on cash, cash equivalents and restricted cash | |
| (148 | ) | |
| 28 | |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (267 | ) | |
| (330 | ) |
| |
| | | |
| | |
Cash and cash equivalents as at end of the year | |
| 190 | | |
| 457 | |
Cash
flows from operating activities
For
the financial year ended May 31, 2024, our net cash provided by operating activities was approximately $1.0 million, which primarily
consisted of our net loss of approximately $1.0 million, adding back (i) the non-cash depreciation of property, plant and equipment
and right-of-use assets of approximately $0.5 million, (ii) the impairment depreciation of property, plant and equipment of
approximately $0.7 million, (iii) the increase in accounts payables and accrued liabilities of approximately $0.2 million, (iv) the
decrease in accounts receivables of approximately $0.3 million, (v) the decrease in inventories of approximately $0.04 million, (vi)
the decrease of amount due to related parties of approximately $0.4 million, and (vii) the impairment and reverse of estimated
credit losses of approximately $0.2 million and was partially offset by (a) the decrease of tax payables of approximately $0.3
million, and (b) the repayment of operating lease liabilities of approximately $0.06 million.
For
the financial year ended May 31, 2023, our net cash provided by operating activities was approximately $1.6 million, which primarily
consisted of our net income of approximately $0.8 million, adding back (i) the non-cash depreciation of property, plant and equipment
and right-of-use assets of approximately $0.5 million, (ii) the impairment of property, plant and equipment of approximately $0.3 million,
(iii) the increase in accounts payables of approximately $0.09 million, and (iv) the decrease in accounts receivables of approximately
$0.3 million, and was partially offset by (a) the increase in inventories of approximately $0.04 million and (b) the decrease of tax
payables of approximately $0.2 million, and (c) the repayment of operating lease liabilities of approximately
$0.02 million.
Cash
flows from investing activities
For
the financial year ended May 31, 2024, our net cash used in investing activities was approximately $0.04 million, primarily consisting
of the purchase of property, plant and equipment of approximately $0.1 million offset by the proceed from disposal of property, plant
and equipment of approximately of $0.04 million.
For
the financial year ended May 31, 2023, our net cash used in investing activities was approximately $0.05 million, primarily consisting
of the purchase of property, plant and equipment.
Cash
flows from financing activities
Our
cash flows used in financing activities primarily consists of dividend paid, interest paid, repayment of bank borrowings,
payment for interest portion of lease liabilities and payment for capital portion of lease liabilities.
For
the financial year ended May 31, 2024, our net cash used in financing activities of approximately $1.1 million, which mainly consisted
of bank borrowings and lease liabilities repayment of approximately $0.4 million and dividend payment of approximately $0.7 million.
For
the financial year ended May 31, 2023, our net cash used in financing activities of approximately $2.0 million, which mainly consisted
of bank borrowings repayment of approximately $0.4 million and dividend payment of approximately $1.6 million.
Comparison
of operating results for the financial years ended May 31, 2023 and 2022
Revenue
As
set forth in the following table, during the financial years ended May 31, 2023 and 2022, our revenue was derived from the sales of Reconditioned
Contains, the sales of new Containers, Reconditioning services, waste water equipment services and sales of Recycled materials
and services serving the chemical and oil and gas industries:
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Revenues | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 8,021 | | |
| 72.1 | | |
| 8,433 | | |
| 70.9 | |
Sales of new Containers | |
| 505 | | |
| 4.5 | | |
| 551 | | |
| 4.6 | |
Reconditioning services | |
| 1,365 | | |
| 12.3 | | |
| 755 | | |
| 6.3 | |
Waste water equipment services | |
| 109 | | |
| 1.0 | | |
| 111 | | |
| 0.9 | |
Sales of Recycled materials and services | |
| 1,122 | | |
| 10.1 | | |
| 2,044 | | |
| 17.3 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 11,122 | | |
| 100.0 | | |
| 11,894 | | |
| 100.0 | |
Our
total revenue decreased by approximately $0.8 million or 6.5% to approximately $11.1 million for the financial year ended May 31, 2023
from approximately $11.9 million for the financial year ended May 31, 2022. Such decrease was mainly attributable to the decrease in
Singapore of the sales of Reconditioned Containers, the sales of new Containers, and the sales of Recycled materials and services of
approximately $0.8 million as a result of the local demand.
Our
net income amounted to approximately $0.8 million and approximately $2.2 million for the financial years ended May 31, 2023 and 2022,
respectively. The lower net income for the financial year ended May 31, 2023 was mainly caused by the decrease in sales and the increase
in expenses discussed below.
Approximately
84.0% and 84.8% of our total revenue for the financial years ended May 31, 2023 and 2022, respectively, was generated from customers
located in Singapore. For the same financial years, our revenue generated from customers located in Indonesia accounted for approximately
12.7% and 11.8% of our total revenue, respectively. For the same financial years, our revenue generated from customers located in Malaysia
accounted for approximately 3.3% and 3.4% of our total revenue, respectively.
Revenue
by geographical locations
During
the financial years ended May 31, 2023 and 2022, the customers for our sale of Reconditioned Containers, the sales of new Containers,
Reconditioning services, waste water equipment services and the sales of Recycled materials and services were mainly located in Singapore.
The following table sets out a breakdown of our revenue by geographic location of our customers for the financial years ended May 31,
2023 and 2022:
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Singapore | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 6,243 | | |
| 66.8 | | |
| 6,630 | | |
| 65.7 | |
Sales of new Containers | |
| 505 | | |
| 5.4 | | |
| 551 | | |
| 5.5 | |
Reconditioning services | |
| 1,365 | | |
| 14.6 | | |
| 755 | | |
| 7.5 | |
Waste water equipment services | |
| 109 | | |
| 1.2 | | |
| 111 | | |
| 1.1 | |
Sales of Recycled materials | |
| 1,122 | | |
| 12.0 | | |
| 2,044 | | |
| 20.2 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 9,344 | | |
| 100.0 | | |
| 10,091 | | |
| 100.0 | |
Singapore
The
revenue in Singapore decreased by approximately $0.8 million for the financial year ended May 31, 2023, as compared to the corresponding
financial year ended May 31, 2022, and was primarily attributable to the decrease in the sales of Reconditioned Containers, the sales
of new Containers, and the sales of Recycled materials and services.
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Indonesia | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 1,411 | | |
| 100.0 | | |
| 1,405 | | |
| 100.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 1,411 | | |
| 100.0 | | |
| 1,405 | | |
| 100.0 | |
Indonesia
The
revenue in Indonesia remained stable at approximately $1.4 million for the financial years ended May 31, 2023 and 2022.
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Malaysia and other countries | |
| | | |
| | | |
| | | |
| | |
Sales of Reconditioned Containers | |
| 367 | | |
| 100.0 | | |
| 398 | | |
| 100.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 367 | | |
| 100.0 | | |
| 398 | | |
| 100.0 | |
Malaysia
and other countries
Revenues
from Malaysia and other countries remained stable at approximately $0.4 million for the financial years ended May 31, 2023 and 2022.
Cost
of revenues
During
the financial years ended May 31, 2023 and 2022, our Group’s cost of revenues increased by approximately $0.1 million or 5.1% to
approximately $3.5 million for the financial year ended May 31, 2023 from approximately $3.4 million for the financial year ended May
31, 2022. Such increase was mainly attributable to the increase in the price of the raw materials.
Gross
profit and gross profit margin
Our
total gross profit amounted to approximately $7.6 million and approximately $8.5 million for the financial years ended May 31, 2023 and
2022, respectively. Our overall gross profit margins were approximately 68.3% and 71.8% for the financial years ended May 31, 2023 and
2022, respectively. Our total gross profit decreased during the financial year ended May 31, 2023 from the financial year ended May 31,
2022, primarily due to the lower profit margin through the sales of Reconditioned Containers.
Selling
and distribution expenses
Our
selling and distribution expenses mainly included promotion and marketing expenses and transportation expenses for inbound and outbound
shipments. The following table sets forth the breakdown of our selling and distribution expenses for the financial years ended May 31,
2023 and 2022:
| |
Financial Years ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Advertisement and promotion | |
| 2 | | |
| 1.6 | | |
| 4 | | |
| 1.8 | |
Commission | |
| 30 | | |
| 23.6 | | |
| 31 | | |
| 13.7 | |
Freight charges | |
| 83 | | |
| 65.4 | | |
| 179 | | |
| 78.9 | |
Transportation | |
| 6 | | |
| 4.7 | | |
| 6 | | |
| 2.6 | |
Travelling | |
| 6 | | |
| 4.7 | | |
| 7 | | |
| 3.0 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 127 | | |
| 100.0 | | |
| 227 | | |
| 100.0 | |
Our
selling and distribution expenses decreased by approximately $0.1 million or 44.1% to approximately $0.1 million for the financial year
ended May 31, 2023 from approximately $0.2 million for the financial year ended May 31, 2022, representing approximately 1.1% and 1.9%
of our total revenue for the corresponding financial years.
Administrative
expenses
The
following table sets forth the breakdown of our administrative expenses for the financial years ended May 31, 2023 and 2022:
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
% | | |
$’000 | | |
% | |
| |
| | |
| |
Depreciation | |
| 523 | | |
| 7.9 | | |
| 493 | | |
| 8.7 | |
Salaries and related costs | |
| 3,787 | | |
| 57.3 | | |
| 3,231 | | |
| 56.7 | |
Repair and maintenance | |
| 71 | | |
| 1.1 | | |
| 129 | | |
| 2.2 | |
Upkeep of motor vehicles | |
| 361 | | |
| 5.5 | | |
| 317 | | |
| 5.5 | |
Logistics services | |
| 789 | | |
| 11.9 | | |
| 710 | | |
| 12.5 | |
Management fees | |
| 263 | | |
| 4.0 | | |
| 266 | | |
| 4.7 | |
Impairment on equipment | |
| 294 | | |
| 4.5 | | |
| - | | |
| - | |
Others | |
| 516 | | |
| 7.8 | | |
| 553 | | |
| 9.7 | |
| |
| | | |
| | | |
| | | |
| | |
Total | |
| 6,604 | | |
| 100.0 | | |
| 5,699 | | |
| 100.0 | |
Administrative
expenses were at approximately $6.6 million and approximately $5.7 million for the financial years ended May 31, 2023 and 2022, respectively,
representing approximately 59.4% and 48.2% of our total revenue for the corresponding financial years.
Staff
costs mainly represented the salaries, employee benefits and retirement benefit costs to our employees and directors’ remuneration.
The staff costs of our Group were at approximately $3.8 million and approximately $3.2 million for the financial years ended May 31,
2023 and 2022, respectively.
Depreciation
expense is charged on our property, plant and equipment which includes (i) leasehold buildings; (ii) right-of-use assets; (iii) motor
vehicles; and (iv) office equipment, and furniture and fittings.
Miscellaneous
expenses were mainly comprised insurance expenses, office supplies, legal and professional fees, repair and maintenance, vehicles upkeep
and other miscellaneous expenses.
Other
Income, Net
The
following table sets forth the breakdown of our other income (expense) for the financial years ended May 31, 2023 and 2022:
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Interest incomes | |
| * | | |
| * | |
Interest expenses | |
| (47 | ) | |
| (55 | ) |
Government grants | |
| 158 | | |
| 73 | |
Gain on disposal of property, plant and equipment | |
| 1 | | |
| - | |
Other incomes | |
| 108 | | |
| 15 | |
| |
| | | |
| | |
Total | |
| 220 | | |
| 33 | |
*The
figures are insignificant.
Interest
expenses were approximately $0.05 million for the financial year ended May 31, 2023 and approximately $0.06 million for financial year
ended May 31, 2022 from our bank loans and financing facilities. For more details of our bank borrowings, please see the paragraph headed
“Bank Indebtedness” in this section.
Income
Tax Expenses
During
the financial years ended May 31, 2023 and 2022, our income tax expense was comprised of our current tax expense for the relevant financial
year.
For
the financial year ended May 31, 2023, our income tax was approximately $0.3 million and our effective tax rate was 25.9% due to the
increase in non-deductible expenses.
For
the financial year ended May 31, 2022, our income tax was approximately $0.4 million and our effective tax rate was 13.2% due to the
decrease in non-deductible expenses. Such income tax decrease was generally in line with the increase in our profit for the financial
year.
Net
Income
As
a result of the foregoing, our net income amounted to approximately $0.8 million and approximately $2.2 million for the financial years
ended May 31, 2023 and 2022, respectively.
Liquidity
and Capital Resources
Our
liquidity and working capital requirements primarily related to our operating expenses. Historically, we have met our working capital
and other liquidity requirements primarily through a combination of cash generated from our operations and loans from banking facilities.
Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited
to cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings
as and when appropriate.
Cash
flows
The
following table summarizes our cash flows for the financial years ended May 31, 2023 and 2022:
| |
Financial Years Ended May 31, | |
| |
2023 | | |
2022 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Cash and cash equivalents at beginning of the year | |
| 787 | | |
| 1,247 | |
| |
| | | |
| | |
Net cash provided by operating activities | |
| 1,639 | | |
| 2,937 | |
Net cash used in investing activities | |
| (46 | ) | |
| (926 | ) |
Net cash used in financing activities | |
| (1,951 | ) | |
| (2,403 | ) |
Effect on exchange rate change on cash, cash equivalents and restricted cash | |
| 28 | | |
| (68 | ) |
| |
| | | |
| | |
Net change in cash and cash equivalents | |
| (330 | ) | |
| (460 | ) |
| |
| | | |
| | |
Cash and cash equivalents as at end of the year | |
| 457 | | |
| 787 | |
Cash
flows from operating activities
For
the financial year ended May 31, 2023, our net cash provided by operating activities was approximately $1.6 million, which primarily
consisted of our net income of approximately $0.8 million, adding back (i) the non-cash depreciation of property, plant and equipment
and right-of-use assets of approximately $0.5 million, (ii) the increase in accounts payables of approximately $0.09 million, and (iii)
the decrease in accounts receivables of approximately $0.3 million, and was partially offset by (a) the increase in inventories of approximately
$0.04 million and (b) the decrease of tax payables of approximately $0.2 million.
For
the financial year ended May 31, 2022, our net cash provided by operating activities was approximately $2.9 million, which primarily
consisted of our net income of approximately $2.2 million, adding back (i) the non-cash depreciation of property, plant and equipment
and right-of-use assets of approximately $0.6 million, (ii) the increase in accounts payables of approximately $0.7 million, and (iii)
tax refund of approximately $0.5 million, and was partially offset by (a) the increase in accounts receivables of approximately $0.9
million, and (b) the increase of inventories of approximately $0.04 million.
Cash
flows from investing activities
For
the financial year ended May 31, 2023, our net cash used in investing activities was approximately $0.05 million, primarily consisting
of the purchase of property, plant and equipment.
For
the financial year ended May 31, 2022, our net cash used in investing activities was approximately $0.9 million, primarily consisting
of the purchase of property, plant and equipment.
Cash
flows from financing activities
Our
cash flows used in financing activities primarily consists of dividend paid, interest paid, proceeds from bank borrowings, repayment of bank borrowings,
payment for interest portion of lease liabilities and payment for capital portion of lease liabilities.
For
the financial year ended May 31, 2023, our net cash used in financing activities of approximately $2.0 million, which mainly consisted
of bank borrowings repayment of approximately $0.4 million and dividend payment of approximately $1.6 million.
For
the financial year ended May 31, 2022, our net cash used in financing activities of approximately $2.4 million, which mainly consisted
of bank borrowings and lease liabilities repayment of approximately $0.4 million and dividend payment of approximately $2.0 million.
Accounts
receivable, net
Our
net accounts receivable decreased from approximately $2.3 million as of May 31, 2023 to approximately $1.7 million as of May 31, 2024.
The decrease was primarily attributable to lower sales for the financial year ended May 31, 2024.
We
did not charge any interest on or hold any collateral as security over these accounts receivable balances. We generally offer credit
periods of 30 to 90 days to our customers. We have not had, and do not expect to have, issues collecting payment from these longer aging
invoices.
The
following table sets forth the ageing analysis of our accounts receivable, net, based on the invoiced date as of the dates mentioned
below:
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Within 30 days | |
| 840 | | |
| 1,378 | |
Between 31 and 60 days | |
| 343 | | |
| 237 | |
Between 61 and 90 days | |
| 228 | | |
| 194 | |
Over 90 days | |
| 275 | | |
| 495 | |
| |
| | | |
| | |
Total accounts receivable, net | |
| 1,686 | | |
| 2,304 | |
Movements
in the provision for impairment of accounts receivable are as follows:
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Opening balance | |
| 110 | | |
| 160 | |
Additions | |
| 207 | | |
| - | |
Write-off of loss allowance | |
| - | | |
| (50 | ) |
| |
| | | |
| | |
Closing balance | |
| 317 | | |
| 110 | |
We
have a policy for determining the allowance for impairment based on the evaluation of collectability and aging analysis of accounts receivable
and on management’s judgement, including the change in credit quality, the past collection history of each customer and the current
market condition.
The
Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable
losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment
history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off
after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored
on an ongoing basis and its exposure to bad debts is not significant.
During
the financial year ended May 31, 2024, other than the loss allowance provision discussed above, impairment loss was provided for amounts
that were past due. During the financial year ended May 31, 2023 and 2022, other than the loss allowance provision discussed above, impairment
loss was provided for amounts that were past due.
Accounts
payable
The
general credit terms from our major suppliers are payment within 30 days. Our accounts payable increased from approximately $0.4 million
as of May 31, 2023 to approximately $0.5 million as of May 31, 2024 which was generally in line with the increased purchases from the
suppliers. We generally pay our accounts payable within 30 days of receipt of invoice. Our average payables turnover days remained relatively
stable and amounted to approximately 59 days as of May 31, 2024 and approximately 40 days as of May 31, 2023.
We
did not have any material default in payment of accounts payable during the financial year ended May 31, 2024 and 2023.
Material
Cash Requirements
Our
cash requirements consist primarily of day-to-day operating expenses, capital expenditures and contractual obligations with respect to
facility leases and other operating leases. We lease all our office facilities. We expect to make future payments on existing leases
from cash generated from operations. We have limited credit available from our major vendors and are required to prepay the majority
of our inventory purchases, which further constrains our cash liquidity.
We
had the following contractual obligations and lease commitments as of May 31, 2024:
Contractual Obligations | |
Total | | |
Less than 1 year | | |
1-3 Years | | |
3-5 Years | | |
More than 5 Years | |
| |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | |
| |
| | |
| | |
| | |
| | |
| |
Operating lease commitment | |
| 1,175 | | |
| 111 | | |
| 186 | | |
| 183 | | |
| 695 | |
Bank loan repayment | |
| 606 | | |
| 606 | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total obligations | |
| 1,781 | | |
| 717 | | |
| 186 | | |
| 183 | | |
| 695 | |
We
believe that we have sufficient working capital for our requirements for at least the next 12 months from the date of this Annual Report,
absent unforeseen circumstances, taking into account the financial resources presently available to us, including cash and cash equivalents
on hand, cash flows from our operations and the estimated net proceeds from this offering.
Bank
Indebtedness
| |
| | |
| | |
As of May 31, | |
Bank Borrowings | |
Terms of repayments | | |
Annual interest rate | | |
2024 | | |
2023 | |
| |
| | |
| | |
$’000 | | |
$’000 | |
| |
| | |
| | |
| | |
| |
Term loans | |
5 years | | |
| 2.0 | % | |
| 606 | | |
| 979 | |
| |
| | |
| | | |
| | | |
| | |
Total | |
| | |
| | | |
| 606 | | |
| 979 | |
As
of May 31, 2024 and 2023, bank borrowings were obtained from a financial institution in Singapore, which bear annual interest at a
fixed rate at 2.0% and are repayable in 5 years. The bank borrowing is subject to certain financial covenant clauses and did
not comply with certain financial covenant clauses.
The
Company’s bank borrowings currently are guaranteed by personal guarantee from Mr. Lim CP and corporate guarantee from E U Holdings.
Capital
commitments
As
of May 31, 2024 and 2023, we did not have any capital commitments.
Off-Balance
Sheet Transactions
As
of May 31, 2024, we have not entered into any material off-balance sheet transactions or arrangements.
We
have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition,
we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or
that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets
transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have
any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages
in leasing, hedging or research and development services with us.
Critical
Accounting Policies and Estimates
Our
financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements
and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various
other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments
about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting
policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding
of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal
of our financial conditions and results of operations and require management’s difficult, subjective, or complex judgment, often
as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods.
Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility
that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting
policies are more fully described in Note 2 to the consolidated financial statements included elsewhere in this Annual Report, we believe
the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial
statements.
We
are an “emerging growth company” as defined under the federal securities laws and, as such, will be subject to reduced public
company reporting requirements. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting
standards. We have elected to take advantage of the extended transition period for complying with new or revised accounting standards
and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act. As a result of our election, our financial statements
may not be comparable to those of companies that comply with public company effective dates.
● |
Use
of Estimates and Assumptions |
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates
in the period include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions
used in assessing right of use assets, and impairment of long-lived assets, and deferred tax valuation allowance.
The
inputs into the management’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical
and significant accounting estimates. Actual results could differ from these estimates.
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
● |
Foreign
Currency Translation and Transaction |
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the date of the balance sheet dates. The resulting exchange differences
are recorded in the statement of operations.
The
reporting currency of the Company is United States Dollar or “US$” and the accompanying consolidated financial statements
have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in
their local currency, Singapore Dollars or “S$”, which is a functional currency as being the primary currency of the economic
environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year.
The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component
of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation
gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency
are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
● |
Cash
and Cash Equivalents |
Cash
and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash and cash equivalents consist of
highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase.
The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank
accounts in Singapore. There are no material accounts of the Company or any subsidiary in other jurisdictions.
● |
Accounts
Receivable, net |
Accounts
receivable include trade accounts due from customers in the sale of products.
Accounts
receivable are recorded at the invoiced amount. The Company seeks to maintain strict control over its outstanding receivables to minimize
credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine
if the bad debt allowance is adequate, and provides allowance when necessary. The allowance is based on management’s best estimates
of specific losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off
against the allowance after all reasonable means of collection have been exhausted and the likelihood of collection is not probable.
The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
The
Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.
Inventories
are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments
to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory
and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent
changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
● |
Property
and Equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking
into account their estimated residual values:
|
|
Expected
useful life |
Factory
and office equipment |
|
5
years |
Factory
improvement |
|
5
years |
Leasehold
factory premises |
|
30
years |
Furniture
and fittings |
|
10
years |
Machinery
and equipment |
|
10
years |
Motor
vehicles and forklifts |
|
5
years |
Renovation |
|
5
years |
Leasehold
land |
|
20
years |
Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
● |
Impairment
of Long-Lived Assets |
In
accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property,
plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of
the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets
exceed the fair value of the assets.
The
Company receives some of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting
Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
The
majority of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized
depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts
and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:
Product
sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue
when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method
of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer
has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the
Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally
met when the products are:
|
● |
Invoiced; |
|
● |
Shipped
from the Company’s facilities or warehouse (“Ex-works”, which is the Company’s standard shipping term). |
For
these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from,
the products at the time the products are shipped.
The
Company records its revenues on product sales, net of good & service taxes (“GST”) upon the services are rendered and
the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority
of the products at the rate of 8% or 9% on the invoiced value of sales in Singapore.
Amounts
received as prepayment on future products are recorded as customer deposit and recognized as income when the product is shipped.
● |
Shipping
and Handling Costs |
Shipping and handling costs are approximately $0.1 million, approximately
$0.1 million, and approximately $0.2 million which associated with the distribution of the products to the customers which are borne by the Company’s
suppliers or distributors during the financial year ended May 31, 2024, 2023 and 2022.
Sales
and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,
and the costs of advertising, promotions, seminars, and other programs.
A
government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the conditions
attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but the conditions
attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other payables and accrued
expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent on the management’s
expectation of when the conditions attached to the grant can be fulfilled.
● |
Comprehensive
Income (Loss) |
ASC
Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses
on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Income
taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to taxable income in the financial years in which those temporary differences
are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For
the financial years ended May 31, 2024, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions.
As of May 31, 2024, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions.
The
Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that
are subject to examination by the relevant tax authorities.
Effective
from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use
asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right of use
assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater
than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use
asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make
lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured
and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance
under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The
accounting update also requires that for finance leases, a lessee recognize interest expense on the lease liability, separately from
the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized
as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
Contributions
to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements
of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated
multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute
a specified percentage of the participants’ relevant income based on their ages and wages level.
FASB
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis
consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments
and major customers in financial statements for details on the Company’s business segments. For the financial years ended May 31,
2024, 2023 and 2022, the Company has one reporting business segment.
The
Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant
to section 850-10-20 the related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15,
to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; € management of the Company;
(f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
(g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
The
financial statements shall include disclosures of material related party transactions, other than compensation arrangement, expense allowances,
and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of
the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and (d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent,
the terms and manner of settlement.
● |
Commitments
And Contingencies |
The
Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
● |
Concentration
of Credit Risk |
Financial
instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable.
Cash and cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly
monitored by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately $74,360)
if the bank with which an individual/a company hold its eligible deposit fails. As of May 31, 2024, bank and cash balances of approximately
$0.2 million were maintained at financial institutions in Singapore, of which approximately $0.1 million was subject to credit risk.
While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For
accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts are based on the estimated realizable
value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration
of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected
to be affected similarly by changes in economic conditions.
Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is
to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of
uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
The
Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect
to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes
the inputs used in measuring fair value as follows:
|
● |
Level
1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
|
● |
Level
2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets
or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using
market-based observable inputs; and |
|
● |
Level
3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option
pricing models and discounted cash flow models. |
The
carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable,
amount due to a related party, accounts payable, escrow liabilities, income tax payable, amount due to a related party, other payables
and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
Management
believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate
the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party
valuation based upon loan level data including note rate, type and term of the underlying loans.
The
Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable
market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact
that inputs used to measure fair value are unobservable and require management’s judgment.
Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
Recent
Accounting Pronouncements
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions”, which clarifies that contractual sale restrictions are not considered in measuring fair value
of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard
is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard
update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.
Impact
of Inflation
According
to the Monetary Authority of Singapore (“MTA”), the year-over-year percentage changes in the consumer price index for 2022
and 2021 were 4.1% and 2.3%, respectively as reported by the MTA at www.mti.gov.sg/monetary-policy/consumer-price-developments. The MAS
core inflation as of July 2023 was 3.8% as compared to January 2023 of 5.5% and barring unforeseen circumstances, we expected to not
continue to increase. Inflation in Singapore has not materially affected our profitability and operating results. However, we can provide
no assurance that we will be unaffected by higher inflation rates in Singapore or globally in the future.
Seasonality
We
have not observed any significant seasonal trends. Our directors believe that there is no apparent seasonality factor affecting the industry
that our Group is operating in.
Quantitative
and Qualitative Disclosures about Market Risk
Interest
Rate Risk
We
are exposed to interest rate risk while we have short-term bank loans outstanding. Although interest rates for our short-term loans are
typically fixed for the terms of the loans, the terms are typically twelve months and interest rates are subject to change upon renewal.
Credit
Risk
Credit
risk is controlled by the application of credit approvals, limits and monitoring procedures. We manage credit risk through in-house research
and analysis of the relevant economy and the underlying obligors and transaction structures. We identify credit risk collectively based
on industry, geography and customer type. In measuring the credit risk of our sales to our customers, we mainly reflect the “probability
of default” by the customer on its contractual obligations and consider the current financial position of the customer and the
current and likely future exposures to the customer.
Liquidity
Risk
We
are also exposed to liquidity risk, which is risk that we will be unable to provide sufficient capital resources and liquidity to meet
our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures.
When necessary, we will turn to financial institutions and related parties to obtain short-term funding to cover any liquidity shortage.
Foreign
Exchange Risk
Our
reporting currency is the United States Dollar, and almost all of our consolidated revenues and consolidated costs and expenses.
ITEM
6. DIRECTORS, OFFICERS AND SENIOR MANAGEMENT
6.A. Directors
and Executive Officers
The
following table sets forth the names, ages and titles of our Directors, Officers and Senior Management:
Name |
|
Age |
|
Title |
|
|
|
|
|
Executive
Directors and Executive Officers: |
|
|
|
|
|
|
|
|
|
Mr.
Lim Chwee Poh |
|
70 |
|
Executive
Director and Chief Executive Officer |
|
|
|
|
|
Mr.
Liang Zhao Rong |
|
37 |
|
Executive
Director and Chief Financial Officer |
|
|
|
|
|
Mr.
Quek Che Wah |
|
58 |
|
Deputy
Chief Executive Officer |
|
|
|
|
|
Mr.
Lim Tze Chong, Patrick |
|
43 |
|
Operations
Director |
|
|
|
|
|
Mr.
Lim Tze Ming Kelvin |
|
40 |
|
Sales
Director |
|
|
|
|
|
Mr.
Lim Kim Seng |
|
62 |
|
Sales
Director |
|
|
|
|
|
Independent
Directors: |
|
|
|
|
|
|
|
|
|
Mr.
Han Yee Yen |
|
69 |
|
Independent
Director |
|
|
|
|
|
Mr.
Chan Chin Hoong |
|
36 |
|
Independent
Director |
|
|
|
|
|
Mr.
Soh Kar Liang |
|
55 |
|
Independent
Director |
No
arrangement or understanding exists between any such Director or Executive Officer and any other persons pursuant to which any Director
or Executive Officer was elected as a Director or Executive Officer. Our Directors are elected annually and serve until their successors
take office or until their death, resignation or removal. The Executive Officers serve at the pleasure of our Board.
Executive
Directors and Executive Officers:
Mr.
Lim Chwee Poh is our Executive Director and Chief Executive Officer of our Group, and appointed on October 11, 2022. Mr. Lim
CP is responsible for the development and execution of our Group’s business strategies and plans as well as oversees the Group’s
financial performance, investments and other business ventures. Mr. Lim CP joined our Group in 1983 as the managing director. Mr. Lim
CP has appointed as a Director of Jurong Barrels in 1983 and JBD Systems in 2017.
Mr.
Lim CP has over 50 years of experience in overseeing business operations and strategy. From 1970 to 1982, he was a trader in Lim Chwee
Poh Trading Co., a company principally engaged in the trading of scrap metals and cloths. Mr. Lim CP founded our Group in 1983 and has
been the managing director since. Mr. Lim CP obtained the Primary School Leaving Examination (PSLE) qualification in Singapore.
Mr.
Lim CP is the spouse of Ms. Siow KL, the father of Mr. Lim TC and Mr. Lim TM and brother of Mr. Lim KS.
Mr.
Liang Zhao Rong is our Executive Director and Chief Financial Officer of our Group, and appointed on October 11, 2022. Mr. Liang
is responsible for the overall management of the accounts and budgets of our Group as well as oversees the administrative and human resources
department. Mr. Liang joined our Group in 2016 as the finance and administration manager since 2016. Mr. Liang has appointed as a Director
of Jurong Barrels and JBD Systems in 2022.
Mr.
Liang has over 11 years of experience in managing accounts and finance of businesses. From 2010 to 2013, he was an accounts executive
in XMH Holdings Ltd, a company principally engaged in the sales of marine engine and spare parts. From 2013 to 2016, Mr. Liang was a
finance analyst at Amanresorts International Pte. Ltd., a company principally engaged in managing hotels and resorts under the Aman group.
Mr.
Liang obtained a Bachelor of Science in Accounting and Finance from the University of London in 2010. Mr. Liang is also an associate
member of the CPA Australia since 2022.
Mr.
Quek Che Wah is our Deputy Chief Executive Officer of our Group and appointed on October 11, 2022. Mr. Quek is responsible for
the operations, sales, procurement and daily company co-ordination of our Group. Mr. Quek joined our Group in 2016 as the general manager
of Jurong Barrels and has served since 2016.
Mr.
Quek has over 38 years of experience in working in injection and molding and manufacturing companies. From 1983 to 1989, Mr. Quek worked
at a plastic injection molding and manufacturing company and metal parts manufacturing company. From 1989, Mr. Quek worked as an assistant
product supervisor at Miyoshi Precision (S) Pte. Ltd. From 1994 to 2000, Mr. Quek was a quality control and production manager in Sam-Plus
Manufacturing Pte. Ltd., a company principally engaged in high precision engineering of plastic connector injection molding and mold
manufacturing. From 2001 to 2007, he was a director and factory manager in PT Sam-Plus Indotama Industry, a company which is principally
engaged in high precision engineering of plastic connector injection molding and mold manufacturing. From 2007 to 2016, he was a logistics
manager in Nilfisk Pte. Ltd., a company principally engaged in the manufacturing of industrial and professional cleaning machines and
equipment.
Mr.
Quek obtained a national technical certificate in NTC - 2 Precision Tooling (Press Tool) from the Institute of Technical Education Singapore
in 1994 and a Diploma in Integrated Logistics Management (Synchronous E-learning) from the Logistics Academy of Singapore in 2011.
Mr.
Lim Tze Chong, Patrick is our Operations Director of our Group and appointed on October 11, 2022. Mr. Lim TC is responsible for
overseeing the overall operations of our Group. Mr. Lim TC joined our Group in 2001 after his graduation as the operations director of
Jurong Barrels.
Since
2017, Mr. Lim TC has served as a director of JBD Systems.
Mr.
Lim TC obtained a diploma from Ngee Ann Polytechnic in Singapore in 2001.
Mr.
Lim TC is the son of Mr. Lim CP and Ms. Siow KL, brother of Mr. Lim TM and nephew of Mr. Lim KS.
Mr.
Lim Tze Ming, Kelvin is our Sales Director of our Group and appointed on October 11, 2022. Mr. Lim TM is responsible for managing
and overseeing the sales operations of our Group. Mr. Lim TM joined our Group in 1999 as the sales coordinator. He was promoted to his
current position in 2003 as sales director of Jurong Barrels.
Mr.
Lim TM obtained the Secondary 3 / Express Stream Leaving Certificate from Fairfield Methodist Secondary School in Singapore in 1999.
Mr.
Lim TM is the son of Mr. Lim CP and Ms. Siow KL, brother of Mr. Lim TC and nephew of Mr. Lim KS.
Mr.
Lim Kim Seng is our Sales Director of our Group and appointed on October 11, 2022. Mr. Lim KS is responsible for the business
strategies and plans, communications with shareholders and investments of our Group. Mr. Lim KS joined our Group since 1983 as a director
of Jurong Barrels.
From
1970 to 1982, Mr. Lim KS was a trader in Lim Chwee Poh Trading Co., a company principally engaged in the trading of scrap metals and
cloths. Since 1983, he has been a director of Jurong Barrels and he was responsible for (i) Jurong Barrels’ business strategies
in order to attain the goals of the board and shareholders; (ii) providing strategic advice to the board so that they will have accurate
view of the market and Jurong Barrels’ future; (iii) preparing and implementing comprehensive business plans to facilitate achievement
by planning cost-effective operations and market development activities; (iv) communicating and maintaining trust relationships with
shareholders, business partners and authorities; (v) overseeing Jurong Barrels’ investments and other business ventures; (vi) analyzing
problematic situations and occurrences and provide solutions to ensure company survival and growth of Jurong Barrels.
Mr.
Lim KS completed the Secondary 4 level from Serangoon Technical Secondary School in Singapore in 1977.
Mr.
Lim KS is the brother of Mr. Lim CP, the brother-in-law of Ms. Siow KL and the uncle of Mr. Lim TC and Mr. Lim TM.
Independent
Directors:
Mr.
Han Yee Yen began serving as an independent Director on August 26, 2024. Mr. Han serves as chairman of the audit committee and
as a member of the compensation and nomination committees.
Mr.
Han has over 41 years of experience in auditing, accounting, and financial management as a financial controller in different industries.
From October 2010 to December 2014, Mr. Han was the group chief financial officer of Jubilee Industries Holdings Ltd., a company whose
shares are listed on the Catalist of the Singapore Exchange Securities Trading Limited (stock code: NHD). From December 2014 to July
2015, Mr. Han was the group financial controller of 800 Super Holdings Limited, a company whose shares were previously listed on the
Catalist of the Singapore Exchange Securities Trading Limited. From September 2015 to March 2019, Mr. Han was the group financial controller
of Kee Song Food Corporation (S) Pte Ltd, a subsidiary of Kee Song Bio-Technology Holdings Limited, a company whose shares are listed
on the Taiwan Stock Exchange Corporation (stock code 1258), where he was responsible for handling the group’s financial and accounting
matters, ensuring compliance with the Taiwan listing rules and regulations and overseeing the IT department. Since April 2019, Mr. Han
works at Y Y Han Management Enterprise as a sole proprietor, where he provides accounting and finance services to small and medium-sized
enterprises clients. On 2024, Mr. Han has been the chief financial officer of SKK Holdings Limited, a company listed on Nasdaq (stock
code: SKK).
Mr.
Han obtained a Bachelor of Commerce (Accountancy) from the Nanyang University of Singapore in June 1979. Mr. Han is also a Fellow Chartered
Accountant of Singapore since July 2013 and a fellow of the Institute of Certified Public Accountants of Singapore since November 2004.
Mr.
Chan Chin Hoong began serving as an independent Director on August 26, 2024. Mr. Chan serves as chairman of the nomination committee
and as a member of the compensation and audit committees.
Mr.
Chan has been in the audit and accounting field for over 10 years. From 2011 to 2012, Mr. Chan worked as an audit associate at Cheng
& Co. in Malaysia. From 2012 to 2013, Mr. Chan worked as a senior audit associate at KPMG in Malaysia. From 2013 to 2018, Mr. Chan
worked as audit assistant manager at BDO LLP in Singapore. Since 2018, Mr. Chan has been the Finance & HR Manager of Signmechanic
Pte Ltd in Singapore. Since 2023, Mr. Chan has been an independent non-executive director in Multi Ways Holdings Limited, a company specializing
in heavy construction equipment whose shares are listed on the New York Stock Exchange (stock code: MWG).
Mr.
Chan has completed the examination from Association of Chartered Certified Accountants and obtained the certificate in 2011. Mr. Chan
is a member of the Association of Chartered Certified Accountants (ACCA) since 2014. He is also a member of the Institute of Singapore
Chartered Accountants (ISCA) since 2016 and the Fellow Member of Association of Chartered Certified Accountants (FCCA) since 2019.
Mr.
Soh Kar Liang began serving as an independent Director on August 26, 2024. Mr. Soh serves as chairman of the compensation committee
and as a member of the nomination and audit committees.
Mr.
Soh has almost 30 years of experience as a legal practitioner. Since 2012, he has been the managing director of the Singapore law firm
Ella Cheong LLC. His core practice areas are intellectual property specializations in trademarks, patents and copyright. In addition
to overseeing and supervising the firm’s business operations, employees, business development, and strategies, he holds key appointments
in professional associations and is a frequent and well-regarded speaker at local and international events.
Mr.
Soh obtained a Bachelor of Laws (Hons) from the National University of Singapore in 1992 and a Master of Science (Computer Science) from
the University of Wales in 2008. He was admitted as an advocate and solicitor of the Supreme Court of Singapore in 1993 and among the
first patent attorneys registered in Singapore. He has also successfully completed the patent agent examination in Malaysia. Mr. Soh
is an active member of local and international associations (e.g., Law Society of Singapore, Singapore Academy of Law, International
Association for the Protection of Intellectual Property, Asian Patent Attorneys Association, International Federation of Intellectual
Property Attorneys, International Trade Mark Association, ASEAN Intellectual Property Association, and Association of Singapore Patent
Attorneys). He is the immediate past president of the ASEAN Intellectual Property Association and has previously served as President
of the Singapore Recognized Group of the Asian Patent Attorneys Association and the Chair of the Legislation and Regulation Committee
of the International Trademark Association.
Committees
of our Board of Directors
We
have established an audit committee, a compensation committee and a nomination committee, each of which operates pursuant to a charter
adopted by our Board. Our Board may also establish other committees from time to time to assist our Company and our Board. The composition
and functioning of all of our committees comply with all applicable requirements of the Sarbanes-Oxley Act of 2002, the Nasdaq and SEC
rules and regulations, if applicable. Each committee’s charter is available on our website at https://jbdiholdings.com.
The reference to our website address does not constitute incorporation by reference of the information contained at or available through
our website, and you should not consider it to be part of this Annual Report.
Audit
committee
Mr.
Han Yee Yen, Mr. Chan Chin Hoong and Mr. Soh Kar Liang, all of whom are independent Directors, serve on the audit committee, which is
chaired by Mr. Han Yee Yen. Our Board has determined that each are “independent” for audit committee purposes as that term
is defined by the rules of the SEC and the Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve
on the audit committee. Our Board has designated Mr. Han Yee Yan as an “audit committee financial expert,” as defined under
the applicable rules of the SEC. The audit committee’s responsibilities include:
|
● |
appointing, approving the
compensation of, and assessing the independence of our independent registered public accounting firm; |
|
● |
pre-approving auditing
and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting
firm; |
|
● |
reviewing the overall audit
plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements; |
|
● |
reviewing and discussing
with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures
as well as critical accounting policies and practices used by us; |
|
● |
coordinating the oversight
and reviewing the adequacy of our internal control over financial reporting; |
|
● |
establishing policies and
procedures for the receipt and retention of accounting-related complaints and concerns; recommending, based upon the audit committee’s
review and discussions with management and our independent registered public accounting firm, whether our audited financial statements
shall be included in our Annual Report on Form 20-F; |
|
● |
monitoring the integrity
of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements
and accounting matters; |
|
● |
preparing the audit committee
report required by SEC rules to be included in our annual proxy statement; |
|
● |
reviewing all related person
transactions for potential conflict of interest situations and approving all such transactions; and |
|
● |
reviewing earnings releases. |
On
May 23, 2024, our Board of Directors authorized and approved an amendment to the Audit Committee Charter (the “Audit Committee
Charter”) pursuant to which it adopted a cybersecurity policy (the “Cybersecurity Policy”) and further approved that
the Audit Committee will have full authority and powers to implement the Cybersecurity Policy. The Audit Committee Charter provides the
members of the Audit Committee with authorization and authority to conduct continuous analysis of and review for any potential cybersecurity
risks as part of the Company’s overall risk management program and to create a cyber-resilient organization, which will contribute
to the value preservation of the Company. The Audit Committee Charter further provides authority and responsibility to the members of
the Audit Committee to: (i) understand the economic drivers and impact of cyber risk, including the financial impact to our Company;
(ii) align cyber-risk management policies with our business needs by integrating cyber-risk analysis into significant business decisions;
(iii) ensure our organizational structure supports cybersecurity goals; and (iv) incorporate cybersecurity expertise into board governance.
For
additional information regarding our Cybersecurity Policy, please refer to Exhibit 16K included in this Annual Report on Form 20-F for
the year ended May 31, 2024.
Compensation
committee
Mr.
Chan Chin Hoong, Mr. Han Yee Yen and Mr. Soh Kar Liang, all of whom are independent Directors, serve on the compensation committee, which
is chaired by Mr. Chan Chin Hoong. Our Board has determined that each such member satisfies the “independence” standards
identified in the Nasdaq Company Guide. The compensation committee’s responsibilities include:
|
● |
evaluating the performance
of our Chief Executive Officer in light of our company’s corporate goals and objectives and, based on such evaluation: (i)
recommending to our Board the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards
to our Chief Executive Officer under equity-based plans; |
|
● |
reviewing and recommending
to our Board the cash compensation of our other Executive Officers; |
|
● |
reviewing and establishing
our overall management compensation, philosophy and policy; |
|
● |
overseeing and administering
our compensation and similar plans; |
|
● |
reviewing and approving
the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating
and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable
Nasdaq listing rules; |
|
● |
retaining and approving
the compensation of any compensation advisors; |
|
● |
reviewing and approving
our policies and procedures for the grant of equity-based awards; |
|
● |
reviewing and recommending
to our Board the compensation of our Directors; and |
|
● |
preparing the compensation
committee report required by SEC rules, if and when required. |
Compensation
committee charter
On
May 23, 2024, our Board of Directors authorized and approved an amendment to the Compensation Committee Charter (the “Compensation
Committee Charter”) pursuant to which it adopted a compensation recovery policy (the “Compensation Recovery Policy”)
and further approved that the Compensation Committee will have full authority and powers to implement the Compensation Recovery Policy.
The Compensation Committee Charter provides the members of the Compensation Committee with authorization and authority to carry out such
duties and responsibilities associated with the Compensation Recovery Policy. The Compensation Committee shall, in the event of a restatement
of the Company’s financial statements, have the authority and power to: (i) determine such executive officers who served at any
time during the performance period for the incentive-based compensation; (ii) determine the relevant recovery period; (iii) determine
the amount of incentive-based compensation that must be subject to the Company’s Compensation Recovery Policy and establish procedures
for recovery; (iv) maintain documentation of the above-referenced determinations; and (v) prepare and have filed all disclosures with
respect to the Compensation Recovery Policy in accordance with Federal securities laws, including the disclosure required by the applicable
Securities and Commission filings.
For
additional information regarding our Compensation Recovery Policy, please refer to Exhibit 99.7 included in this Annual Report on Form
20-F for the year ended May 31, 2024.
Nomination
committee
Mr.
Soh Kar Liang, Mr. Han Yee Yen and Mr. Chan Chin Hoong, all of whom are independent Directors, serve on the nomination committee, which
is chaired by Mr. Soh Kar Liang. Our Board has determined that each member of the nomination committee is “independent” as
defined in the applicable Nasdaq listing rules. The nomination committee’s responsibilities include:
|
● |
developing and recommending
to our Board’s criteria for board and committee membership; |
|
● |
establishing procedures
for identifying and evaluating Director candidates, including nominees recommended by stockholders; and |
|
● |
reviewing the composition
of our Board to ensure that it is composed of members containing the appropriate skills and expertise to advise us. |
While
we do not have a formal policy regarding board diversity, our nomination committee and our Board will consider a broad range of factors
relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin).
Corporate
governance
We
have adopted a formal policy regarding board diversity and our nomination committee and our Board will consider a broad range of factors
relating to the qualifications and background of nominees, which may include diversity (not limited to race, gender or national origin).
Our nomination committee’s and our Board’s priority in selecting board members is identification of persons who will further
the interests of our shareholders through their established record of professional accomplishment, the ability to contribute positively
to the collaborative culture among board members, knowledge of our business, understanding of the competitive landscape and professional
and personal experience and expertise relevant to our growth strategy.
Foreign
Private Issuer Status
The
Nasdaq listing rules include certain accommodations in the corporate governance requirements that allow foreign private issuers, such
as us, to follow “home country” corporate governance practices in lieu of the otherwise applicable corporate governance standards
of the Nasdaq. The application of such exceptions requires that we disclose each Nasdaq corporate governance standard that we do not
follow and describe the Cayman Islands corporate governance practices we do follow in lieu of the relevant Nasdaq corporate governance
standard. We currently follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq
in respect of the following:
|
● |
the majority independent
director requirement under Section 5605(b)(1) of the Nasdaq listing rules; |
|
● |
the requirement under Section
5605(d) of the Nasdaq listing rules that a compensation committee comprised solely of independent directors governed by a compensation
committee charter oversee executive compensation; |
|
● |
the requirement under Section
5605(e) of the Nasdaq listing rules that director nominees be selected or recommended for selection by either a majority of the independent
directors or a nominations committee comprised solely of independent directors; |
|
● |
the Shareholder Approval
Requirements under Section 5635 of the Nasdaq listing rules; and |
|
● |
the requirement under Section
5605(b)(2) of the Nasdaq listing rules that the independent directors have regularly scheduled meetings with only the independent
directors present. |
Code
of Conduct and Code of Ethics
We
have adopted a written code of business conduct and ethics that applies to our Directors, Executive Officers and employees, including
our Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions.
A current copy of this code is posted on the Corporate Governance section of our website, which is located at https://jbdiholdings.com.
The information on our website is deemed not to be incorporated in this Annual Report or to be a part of this Annual Report. We intend
to disclose any amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our Directors, Executive
Officers and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate
governance rules of the Nasdaq.
COMPENSATION
OF DIRECTORS AND SENIOR MANAGEMENT/EXECUTIVE PERSONNEL
Compensation
of Executive Directors and Executive Officers
For
the financial year ended May 31, 2024, we paid an aggregate of approximately S$1.1 million in cash to our Executive Directors and Executive
Officers. For the financial year ended May 31, 2023, we paid an aggregate of approximately S$1.1 million in cash to our Executive Directors
and Executive Officers.
Summary
Compensation Table
| |
Compensation Paid |
Name and Principal Position | |
Year | |
Salary (S$’000) | | |
Bonus (S$’000) | |
Mr. Lim Chwee Poh, Executive Director and Chief Executive Officer | |
2024 | |
| 327 | | |
| 27 | |
| |
2023 | |
| 333 | | |
| 41 | |
| |
| |
| | | |
| | |
Mr. Liang Zhao Rong, Executive Director and Chief Financial Officer | |
2024 | |
| 96 | | |
| 8 | |
| |
2023 | |
| 91 | | |
| 12 | |
| |
| |
| | | |
| | |
Mr. Han Yee Yen, Independent Director Nominee | |
2024 | |
| - | | |
| - | |
| |
2023 | |
| - | | |
| - | |
| |
| |
| | | |
| | |
Mr. Chan Chin Hoong, Independent Director Nominee | |
2024 | |
| - | | |
| - | |
| |
2023 | |
| - | | |
| - | |
| |
| |
| | | |
| | |
Mr. Soh Kar Liang, Independent Director Nominee | |
2024 | |
| - | | |
| - | |
| |
2022 | |
| - | | |
| - | |
Employment
Agreements
Employment
Agreement between Mr. Lim Chwee Poh and Jurong Barrels
We
have entered into an Employment Agreement with Mr. Lim CP pursuant to which he is employed as the Chief Executive Officer of Jurong Barrels.
The agreement provides for an annual base salary in the amount of S$27,223. Mr. Lim CP’s employment will continue indefinitely,
subject to termination by either party to the agreement upon 6 months’ prior written notice or the equivalent salary in lieu of
such notice. The agreement also provides that Mr. Lim CP shall not, during the term of the agreement and for 12 months after cessation
of employment, carry on business in competition with the Group.
Employment
Agreement between Mr. Liang Zhao Rong and Jurong Barrels
We
entered into an Employment Agreement with Mr. Liang Zhao Rong pursuant to which he was employed the Chief Financial Officer of Jurong
Barrels. The agreement provides for a monthly base salary in the amount of S$8,000. Under the terms of the agreement, Mr. Liang Zhao
Rong’s employment will continue indefinitely, subject to termination by either party to the agreement upon 6 months’ written
notice or the equivalent salary in lieu of such notice. The agreement also provides that Mr. Liang Zhao Rong shall not, during the term
of the agreement and for 12 months after cessation of employment, carry on business in competition with the Group.
Directors’
Agreements
Each
of our Directors has entered into a Director’s Agreement with the Company. The terms and conditions of such Directors’ Agreements
are similar in all material aspects. Each Director’s Agreement is for an initial term of one year and will continue until the Director’s
successor is duly elected and qualified. Each Director will be up for re-election each year at the annual shareholders’ meeting
and, upon re-election, the terms and provisions of his or her Director’s Agreement will remain in full force and effect. Any Director’s
Agreement may be terminated for any or no reason by the Director or at a meeting called expressly for that purpose by a vote of the shareholders
holding more than 50% of the Company’s issued and outstanding Ordinary Shares entitled to vote.
Under
the Directors’ Agreements, the initial annual director fees that are payable to our Independent Director Nominees are S$30,000
to Mr. Han Yee Yen, S$24,000 to Mr. Chan Chin Hoong and S$24,000 to Mr. Soh Kar Liang respectively. Such director fees are payable in
cash on a monthly basis.
In
addition, our Directors will be entitled to participate in such share option scheme as may be adopted by the Company, as amended from
time to time. The number of options granted, and the terms of those options will be determined from time to time by a vote of our Board;
provided that each Director shall abstain from voting on any such resolution or resolutions relating to the grant of options to that
Director.
Other
than as disclosed above, none of our Directors has entered into a service agreement with our Company or any of our subsidiary that provides
for benefits upon termination of employment.
ITEM
7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The
following table sets forth information regarding beneficial ownership of our capital stock by:
● |
each person, or group of
affiliated persons, known by us to beneficially own more than 5% of our shares; |
● |
each of our named executive
officers; |
● |
each of our directors and
director nominees; and |
● |
all of our current executive
officers, directors and director nominees as a group. |
Applicable
percentage ownership is based on 19,787,500 Ordinary Shares of our Company issued and outstanding as of the date of this Annual Report.
The
information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of
the SEC and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial
owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose
or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right
to acquire sole or shared voting or investment power within sixty (60) days through the conversion or exercise of any convertible security,
warrant, option or other right. More than one (1) person may be deemed to be a beneficial owner of the same securities. The percentage
of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such
person, which includes the number of shares as to which such person has the right to acquire voting or investment power within sixty
(60) days, by the sum of the number of shares outstanding as of such date, plus the number of shares as to which such person has the
right to acquire voting or investment power within sixty (60) days. Consequently, the denominator used for calculating such percentage
may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe
that the beneficial owners of our shares listed below have sole voting and investment power with respect to the shares shown. As of the
date hereof, we have 4 registered shareholders of record of our Ordinary Shares.
The
Company currently has 5 record holders of Ordinary Shares, none of whom are holders domiciled in the United States. Unless otherwise
noted below, the address of each person listed on the table is 34 Gul Crescent, Singapore 629538.
| |
Ordinary Shares Beneficially Owned | |
Name of Beneficial Owners | |
Number | | |
Percentage | |
| |
| | |
| |
Named Executive Directors and Executive Officers: | |
| | | |
| | |
Mr. Lim Chwee Poh(1) | |
| 833,584 | | |
| 4.21 | % |
| |
| | | |
| | |
Mr. Liang Zhao Rong | |
| - | | |
| - | |
| |
| | | |
| | |
Mr. Quek Che Wah | |
| - | | |
| - | |
| |
| | | |
| | |
Mr. Lim Tze Chong, Patrick(2) | |
| 2,497,148 | | |
| 12.62 | % |
| |
| | | |
| | |
Mr. Lim Tze Ming, Kelvin(2) | |
| - | | |
| - | |
| |
| | | |
| | |
Mr. Lim Kim Seng(3) | |
| 833,584 | | |
| 4.21 | % |
| |
| | | |
| | |
Independent Directors: | |
| | | |
| | |
Mr. Han Yee Yen | |
| - | | |
| - | |
| |
| | | |
| | |
Mr. Chan Chin Hoong | |
| - | | |
| - | |
| |
| | | |
| | |
Mr. Soh Kar Liang | |
| - | | |
| - | |
| |
| | | |
| | |
All directors and executive officers as a group | |
| 4,164,316 | | |
| 21.04 | % |
| |
| | | |
| | |
5% Shareholders: | |
| | | |
| | |
E U Holdings Pte. Ltd.(4) | |
| 9,108,360 | | |
| 46.03 | % |
| |
| | | |
| | |
Ms. Siow Kim Lian(5) | |
| 2,497,148 | | |
| 12.62 | % |
Notes:
(1) |
Mr. Lim Chwee Poh is the
spouse of Ms. Siow Kim Lian, the father of Mr. Lim Tze Chong, Patrick and Mr. Lim Tze Ming, Kelvin and the brother of Mr. Lim Kim
Seng. |
(2) |
Mr. Lim Tze Chong, Patrick
and Mr. Lim Tze Ming, Kelvin are the sons of Mr. Lim Chwee Poh and Ms. Siow Kim Lian and the nephews of Mr. Lim Kim Seng |
(3) |
Mr. Lim Kim Seng is the
brother of Mr. Lim Chwee Poh, the brother-in-law of Ms. Siow Kim Lian and the uncle of Mr. Lim Tze Chong, Patrick and Mr. Lim Tze
Ming, Kelvin |
(4) |
E U Holdings Pte. Ltd.
is a company incorporated in Singapore and owned as to 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
(5) |
Ms. Siow Kim Lian is the
spouse of Mr. Lim Chwee Poh, the mother of Mr. Lim Tze Chong, Patrick and Mr. Lim Tze Ming, Kelvin and the sister-in-law of Mr. Lim
Kim Seng |
Related
Party Transactions
| |
Financial Year May 31, | |
Nature of transactions | |
2023 | | |
2022 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
KDS Steel Pte Ltd(1) | |
| | | |
| | |
- Provision of warehouse space by KDS Steel Pte Ltd to Jurong Barrels for the purpose of its logistics services | |
| 789 | | |
| 782 | |
- Provision of utilities cost due to Jurong Barrels for certain cleaning services at the warehouse by KDS Steel Pte Ltd to Jurong Barrels | |
| 72 | | |
| 72 | |
| |
| | | |
| | |
E U Holdings Pte. Ltd.(2) | |
| | | |
| | |
- Management fees payable by Jurong Barrels for management services provided by E U Holdings Pte. Ltd. | |
| 263 | | |
| 266 | |
| |
| | | |
| | |
Filtec Private Limited(3) | |
| | | |
| | |
- Sales | |
| * | | |
| - | |
(1) |
E U Holdings Pte. Ltd.
is a shareholder of Jurong Barrels and KDS. |
(2) |
E U Holdings Pte. Ltd.
is owned as to 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
(3) |
Filtec Private Limited
is a company incorporated in Singapore and owned 100% bu Soon Aik Global Pte Ltd. Soon Aik Global Pte Ltd is a company incorporated
in Singapore and owned 25% by Mr. Neo Chin Heng. |
INTERESTS
OF EXPERTS AND COUNSEL
Not
Applicable
LEGAL
PROCEEDINGS
Not
Applicable
ITEM
8. FINANCIAL INFORMATION
Financial
Statements
Our
Consolidated Financial Statements are set forth under Item 18. - “Financial Statements.”
ITEM
9. THE OFFER AND LISTING
Offer
and Listing Details
On
August 28, 2024, we completed our Offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share. The total net
proceeds to the Company from the Offering, after deducting discounts, expenses allowance and expenses, were approximately $6.7 million.
The Ordinary Shares began trading on August 27, 2024 on the Nasdaq under the trading symbol “JBDI”.
History
of Ordinary Shares Issuance
The
following is a summary of our securities issuances in the past three years.
During
the past three years, we have issued and sold the following securities without registering such securities under the Securities Act.
We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of
the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding
sales by an issuer in offshore transactions. No underwriter were involved in these issuances of securities.
Pursuant
to a group reorganization on May 30, 2023, the Registrant issued an aggregate of 9,018,749 Ordinary Shares, par value US$0.001, in exchange
for all of the JBDI shares issued and outstanding of JBDI as follows:
Allottee | |
Date of Sale or Issuance | |
Number of Securities | | |
Consideration |
| |
| |
| | |
|
E U Holdings | |
May 30, 2023 | |
| 4,704,179 | | |
5,216 shares in JBDI |
| |
| |
| | | |
|
Mr. Lim TC | |
May 30, 2023 | |
| 1,286,074 | | |
1,427 shares in JBDI |
| |
| |
| | | |
|
Ms. Siow KL | |
May 30, 2023 | |
| 1,286,074 | | |
1,427 shares in JBDI |
| |
| |
| | | |
|
Mr. Lim CP | |
May 30, 2023 | |
| 429,292 | | |
475 shares in JBDI |
| |
| |
| | | |
|
Mr. Lim KS | |
May 30, 2023 | |
| 429,292 | | |
475 shares in JBDI |
| |
| |
| | | |
|
Goldstein | |
May 30, 2023 | |
| 441,919 | | |
490 shares of JBDI |
| |
| |
| | | |
|
Arc Development | |
May 30, 2023 | |
| 441,919 | | |
490 shares of JBDI |
On
February 7, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company’s shareholders passed
resolutions to effect a 1:2 share sub-division (a “forward stock split”) and to change the Company’s authorized share
capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.
On
August 28, 2024, we completed our initial public offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00 per share.
The total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance and expenses, were approximately
$6.7 million.
Transfer
Agent
The
transfer agent and registrar for the ordinary shares of the Company is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598;
telephone: 212-828-8436, toll-free: 855-9VSTOCK; Facsimile: 646-536-3179.
ITEM
10. ADDITIONAL INFORMATION
We
are a Cayman Islands exempted company and our affairs are governed by our memorandum and articles of association, as amended from time
to time, and the Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of
Cayman Islands.
A
copy of our amended and restated memorandum and articles of association were filed as exhibit 3.1 to the registration statement dated
May 2, 2024 (and which is referred to in this section as, respectively, the “Memorandum” and the “Articles of Association”).
We
are an exempted company incorporated with limited liability in the Cayman Islands and, upon completion of our Offering, our affairs are
now governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.
Our
authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value of $0.001 each. On February 7, 2024, for purposes
of recapitalization in anticipation of the initial public offering, the Company’s shareholders passed resolutions to effect a 1:2
share sub-division (a “forward stock split”) and to change the Company’s authorized share capital to $500,000 divided
into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.
The
following are summaries of certain material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies
Act insofar as they relate to the material terms of our Ordinary Shares.
Ordinary
Shares
General
All
of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered
form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares
to bearer.
Dividends
Subject
to the Companies Act and our Amended and Restated Articles of Association, our Company in general meeting may declare dividends in any
currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our Board. Our dividends
may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our Board determine
is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized
for this purpose in accordance with the Companies Act. No dividend may be declared and paid unless our Directors determine that, immediately
after the payment, we will be able to pay our debts as they become due in the ordinary course of business and we have funds lawfully
available for such purpose.
Except
in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide:
(i) |
all dividends shall be
declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, although no amount paid
up on a share in advance of calls shall for this purpose be treated as paid up on the share; |
(ii) |
all dividends shall be
apportioned and paid pro rata in accordance with the amount paid up on the shares during any portion(s) of the period in respect
of which the dividend is paid; and |
(iii) |
our Board may deduct from
any dividend or other monies payable to any member all sums of money (if any) presently payable by him to our Company on account
of calls, instalments or otherwise. Where our Board or our Company in general meeting has resolved that a dividend should be paid
or declared, our Board may resolve: |
|
(aa) |
that such dividend be satisfied
wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members entitled to such dividend
will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment; or |
|
(bb) |
that the members entitled
to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such
part of the dividend as our Board may think fit. |
Upon
the recommendation of our Board, our Company may by ordinary resolution in respect of any one particular dividend of our Company determine
that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to members
to elect to receive such dividend in cash in lieu of such allotment.
Any
dividend, bonus or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post. Every such
cheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint
holders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company.
Any one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable
in respect of the shares held by such joint holders.
Whenever
our Board or our Company in general meeting has resolved that a dividend be paid or declared, our Board may further resolve that such
dividend be satisfied wholly or in part by the distribution of specific assets of any kind.
Our
Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or
any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies
so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our Board may decide, but a payment in advance of
a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the
share or the due portion of the shares upon which payment has been advanced by such member before it is called up.
All
dividends, bonuses or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our
Board for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof. All dividends,
bonuses or other distributions unclaimed for six years after having been declared may be forfeited by our Board and, upon such forfeiture,
shall revert to our Company.
No
dividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.
Our
Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants
remain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.
Voting
Rights
Subject
to any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general
meeting: (a) on a poll every member present in person or by proxy or, in the case of a member being a corporation, by our duly authorized
representative shall have one vote for every share which is fully paid or credited as fully paid registered in his name in the register
of members of our Company but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated
for this purpose as paid up on the share; and (b) on a show of hands every member who is present in person (or, in the case of a member
being a corporation, by our duly authorized representative) or by proxy shall have one vote. Where more than one proxy is appointed by
a member which is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)),
each such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not use all his votes
or cast all the votes he does use in the same way.
Transfer
of Ordinary Shares
Subject
to the Companies Act and our Amended and Restated Articles of Association, all transfers of shares shall be effected by an instrument
of transfer in the usual or common form or in such other form as our Board may approve and may be under hand or, if the transferor or
transferee is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), under
hand or by machine imprinted signature, or by such other manner of execution as our Board may approve from time to time.
Execution
of the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our Board may dispense with
the execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers. The transferor
shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members of our Company
in respect of that share.
Our
Board may, in our absolute discretion, at any time and from time to time remove any share on the principal register to any branch register
or any share on any branch register to the principal register or any other branch register. Unless our Board otherwise agrees, no shares
on the principal register shall be removed to any branch register nor shall shares on any branch register be removed to the principal
register or any other branch register. All removals and other documents of title shall be lodged for registration and registered, in
the case of shares on any branch register, at the registered office and, in the case of shares on the principal register, at the place
at which the principal register is located.
Our
Board may, in our absolute discretion, decline to register a transfer of any share (not being a fully paid up share) to a person of whom
it does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued under any share
option scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders. Our Board may
decline to recognize any instrument of transfer unless a certain fee, up to such maximum sum as the Nasdaq may determine to be payable,
is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only one class of share and
is lodged at our registered office or the place at which the principal register is located accompanied by the relevant share certificate(s)
and such other evidence as our Board may reasonably require is provided to show the right of the transferor to make the transfer (and
if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).
The
registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Nasdaq, be suspended
at such times and for such periods (not exceeding in the whole thirty days in any year) as our Board may determine.
Fully
paid shares shall be free from any restriction on transfer (except when permitted by the Nasdaq) and shall also be free from all liens.
Procedures
on liquidation
A
resolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution of our shareholders.
Subject
to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being
attached to any class or classes of shares:
(i) |
if our Company is wound
up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion to the capital paid
up on the shares held by them respectively; and |
(ii) |
if our Company is wound
up and the surplus assets available for distribution among the members are insufficient to repay the whole of the paid-up capital,
such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and conditions, so that,
as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares held by them, respectively. |
If
our Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a
special resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any
part of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for
such purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how
such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator
may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks
fit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.
Calls
on Ordinary Shares and Forfeiture of Ordinary Shares
Subject
to these Articles and to the terms of allotment, our Board may, from time to time, make such calls as it thinks fit upon the members
in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by
way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either
in one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for
payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum
as our Board shall fix from the day appointed for payment to the time of actual payment, but our Board may waive payment of such interest
wholly or in part. Our Board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s
worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or
any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding 20% per annum as our Board may decide.
If
a member fails to pay any call or instalment of a call on the day appointed for payment, our Board may, for so long as any part of the
call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.
The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall also name the place where payment is to be made. The notice shall also state that, in
the event of non-payment at or before the appointed time, the shares in respect of which the call was made will be liable to be forfeited.
If
the requirements of any such notice are not complied with, any share in respect of which the notice has been given at any time thereafter,
before the payment required by the notice has been made, be forfeited by a resolution of our Board to that effect. Such forfeiture will
include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.
A
person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain
liable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares
together with (if our Board shall in our discretion so require) interest thereon from the date of forfeiture until payment at such rate
not exceeding 20% per annum as our Board may prescribe.
Redemption
of Ordinary Shares
Subject
to the Companies Act, our Amended and Restated Articles of Association, and, where applicable, the Nasdaq listing rules or any other
law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Ordinary Shares, any power
of our Company to purchase or otherwise acquire all or any of its own Ordinary Shares (which expression as used in this Article includes
redeemable Ordinary Shares) be exercisable by our Board in such manner, upon such terms and subject to such conditions as it thinks fit.
Subject
to the Companies Act, our Amended and Restated Articles of Association, and to any special rights conferred on the holders of any Ordinary
Shares or attaching to any class of Ordinary Shares, Ordinary Shares may be issued on the terms that they may, at the option of our Company
or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as our Board may deem fit.
Variations
of Rights of Shares
Subject
to the Companies Act and without prejudice to our Amended and Restated Articles of Association, if at any time the share capital of our
Company is divided into different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise
provided for by the terms of issue of the shares of that class) be varied, modified or abrogated with the sanction of a special resolution
passed at a separate general meeting of the holders of the shares of that class. The provisions of the Articles relating to general meetings
shall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate general
meeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member being a
corporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the issued shares
of that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any
holder of shares of the class present in person or by proxy may demand a poll.
Any
special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights
attaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
General
Meetings of Shareholders
Our
Company must hold an annual general meeting each fiscal year other than the fiscal year of our Company’s adoption of our Amended
and Restated Articles of Association in accordance with the Amended and Restated Articles of Association.
Extraordinary
general meetings may be convened on the requisition of one or more members holding, at the date of deposit of the requisition, not less
than one tenth of the paid up capital of our Company having the right of voting at general meetings. Such requisition shall be made in
writing to our Board or the secretary of our Company for the purpose of requiring an extraordinary general meeting to be called by our
Board for the transaction of any business specified in such requisition. Such meeting shall be held within two months after the deposit
of such requisition. If within 21 days of such deposit, our Board fails to proceed to convene such meeting, the requisitionist(s) himself
(themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of
our Board shall be reimbursed to the requisitionist(s) by our Company.
Every
general meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive of the
day on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of
the meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.
Although
a meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called
if it is so agreed:
(i) |
in the case of an annual
general meeting, by all members of our Company entitled to attend and vote thereat; and |
(ii) |
in the case of any other
meeting, by a majority in number of the members having a right to attend and vote at the meeting holding not less than 95% of the
total voting rights at the meetings of all our shareholders. |
All
business transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business
where it is transacted at an annual general meeting, with the exception of the election of Directors which shall be deemed ordinary business.
No
business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present
when the meeting proceeds to business, and continues to be present until the conclusion of the meeting.
The
quorum for a general meeting shall be two members entitled to vote and present in person (or in the case of a member being a corporation,
by our duly authorized representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting
shares in our Company throughout the meeting.
Inspection
of Books and Records
Our
shareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company. They will,
however, have such rights as may be set out in our Amended and Restated Articles of Association.
Changes
in Capital
Subject
to the Companies Act, our shareholders may, by ordinary resolution:
(a) |
increase our share capital
by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges set out in
that ordinary resolution; |
(b) |
consolidate and divide
all or any of our share capital into shares of larger amount than our existing shares; |
(c) |
sub-divide our shares or
any of them into our shares of smaller amount than is fixed by our Company’s Amended and Restated Memorandum and Articles of
Association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced
our shares shall be the same as it was in case of the share from which the reduced our shares is derived; |
(d) |
cancel any shares which,
at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person and diminish the
amount of our share capital by the amount of the shares so cancelled; and |
(e) |
convert all or any of our
paid up shares into stock, and reconvert that stock into paid up shares of any denomination. |
Subject
to the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders
may, by special resolution, reduce our share capital or any capital redemption reserve in any way.
Material
Contracts
Our
material contracts, other than those entered into in the ordinary course of business, are described in Item 4, Item 6 and Item 7 or elsewhere
in this Annual Report.
Dividends
and Dividend Policy
No
dividends have been declared or paid by the companies comprising our Group for the financial year ended May 31, 2024.
We
have adopted a dividend policy, according to which our board of directors shall take into account, among other things, the following
factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b)
cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim
dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions;
(j) any restrictions on payment of dividends; and (k) any other factors that our board may consider relevant. The payment of dividends,
in certain circumstances is also subject to the approval of our Shareholders, the Cayman Islands Companies Act and our Articles of Association
as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.
Even
if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings,
capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors
may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries
to pay dividends on our Ordinary Shares.
Exchange
Controls
There
are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation
of our significant subsidiaries that would affect the payment or remittance of dividends.
Material
Income Tax Considerations
The
following summary of certain Cayman Islands and U.S. federal income tax consequences of an investment in our Ordinary Shares is based
upon laws and relevant interpretations thereof in effect as of the date of this Annual Report, all of which are subject to change. This
summary does not deal with all possible tax consequences relating to an investment in the Ordinary Shares, such as the tax consequences
under U.S. state and local tax laws or under the tax laws of jurisdictions other than the Cayman Islands and the United States. The Company
does not conduct operations in the PRC and has no PRC operating entities. Accordingly, a discussion of PRC tax regulation is not applicable.
You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation
under U.S. federal, state, local or foreign law of the ownership of our Ordinary Shares. To the extent that this discussion relates to
matters of Cayman Islands tax law, it is the opinion of Conyers Dill & Pearman, our counsel as to Cayman Islands law.
Cayman
Islands Tax Considerations
The
Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is
no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government
of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within
the jurisdiction of the Cayman Islands. The Cayman Islands is a party to a double tax treaty entered into with the United Kingdom in
2010 but otherwise is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the
Cayman Islands.
We
have received an undertaking from the Governor in Cabinet of the Cayman Islands to the effect that, for a period of 20 years from the
date of the undertaking, no law that thereafter is enacted in the Cayman Islands imposing any tax or duty to be levied on profits, income
or on gains or appreciation shall apply to our Company or its operations; and that no tax to be levied on profits, income, gains or appreciations
or which is in the nature of estate duty or inheritance tax shall be payable (a) on or in respect of the shares, debentures or other
obligations of our Company; or (b) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions
Act of the Cayman Islands.
Payments
of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will
be required on the payment of a dividend or capital to any holder of our Ordinary Shares, nor will gains derived from the disposal of
our Ordinary Shares be subject to Cayman Islands income or corporation tax.
No
stamp duty is payable in respect of the issue of our Ordinary Shares or on an instrument of transfer in respect of our Ordinary Shares.
United
States Federal Income Tax Considerations
The
following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of
our Ordinary Shares by U.S. Holders (as defined below) that acquire our Ordinary Shares and hold our Ordinary Shares as “capital
assets” (generally, property held for investment) under the United States Internal Revenue Code of 1986, as amended (the “Code”).
This discussion is based upon existing United States federal income tax law which is subject to differing interpretations or change,
possibly with retroactive effect. There can be no assurance that the Internal Revenue Service, or the IRS, or a court will not take a
contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular
investors in light of their specific circumstances, including investors subject to special tax rules (for example, certain financial
institutions (including banks), cooperatives, pension plans, insurance companies, broker-dealers, traders in securities that have elected
the mark-to-market method of accounting for their securities, partnerships and their partners, regulated investment companies, real estate
investment trusts, and tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who own
(directly, indirectly, or constructively) 10% or more of our stock (by vote or value), investors that will hold their Ordinary Shares
as part of a straddle, hedge, conversion, constructive sale, or other integrated transaction for United States federal income tax purposes,
or U.S. Holders that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly
from those summarized below. In addition, this discussion does not discuss any non-United States tax, state or local tax, or non-income
tax (such as the U.S. federal gift or estate tax) considerations, or any consequences under the alternative minimum tax or Medicare tax
on net investment income. Each U.S. Holder is urged to consult its tax advisor regarding the United States federal, state, local, and
non-United States income and other tax considerations of an investment in our Ordinary Shares.
General
For
purposes of this discussion, a “U.S. Holder” is a beneficial owner of our Ordinary Shares that is, for United States federal
income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated
as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any
state thereof or the District of Columbia, (iii) an estate the income of which is includible in gross income for United States federal
income tax purposes regardless of its source, or (iv) a trust (A) the administration of which is subject to the primary supervision of
a United States court and which has one or more United States persons who have the authority to control all substantial decisions of
the trust or (B) that has otherwise validly elected to be treated as a United States person under the Code.
If
a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial
owner of our Ordinary Shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner
as a U.S. Holder, as described above, and the activities of the partnership. Partnerships holding our Ordinary Shares and partners in
such partnerships are urged to consult their tax advisors as to the particular United States federal income tax consequences of an investment
in our Ordinary Shares.
Dividends
The
entire amount of any cash distribution paid with respect to our Ordinary Shares (including the amount of any non-U.S. taxes withheld
therefrom, if any) generally will constitute dividends to the extent such distributions are paid out of our current or accumulated earnings
and profits, as determined under United States federal income tax principles, and generally will be taxed as ordinary income in the year
received by such U.S. Holder. To the extent amounts paid as distributions on the Ordinary Shares exceed our current or accumulated earnings
and profits, such distributions will not be dividends, but instead will be treated first as a tax-free return of capital to the extent
of the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes, in the Ordinary Shares with respect to which
the distribution is made, and thereafter as capital gain. However, we do not intend to compute (or to provide U.S. Holders with the information
necessary to compute) our earnings and profits under United States federal income tax principles. Accordingly, a U.S. Holder will be
unable to establish that a distribution is not out of earnings and profits and should expect to treat the full amount of each distribution
as a “dividend” for United States federal income tax purposes.
Any
dividends that we pay will generally be treated as income from foreign sources for United States foreign tax credit purposes and will
generally constitute passive category income. Depending on the U.S. Holder’s particular facts and circumstances, a U.S. Holder
may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes
imposed (at a rate not exceeding any applicable treaty rate) on dividends received on our Ordinary Shares. A U.S. Holder who does not
elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction, for United States federal income tax purposes,
in respect of such withholdings, but only for a year in which such U.S. Holder elects to do so for all creditable foreign income taxes.
The rules governing the foreign tax credit are complex. U.S. Holders are advised to consult their tax advisors regarding the availability
of the foreign tax credit under their particular circumstances.
Dividends
paid in non-U.S. currency will be included in the gross income of a U.S. Holder in a U.S. dollar amount calculated by reference to a
spot market exchange rate in effect on the date that the dividends are received by the U.S. Holder, regardless of whether such foreign
currency is in fact converted into U.S. dollars on such date. Such U.S. Holder will have a tax basis for United States federal income
tax purposes in the foreign currency received equal to that U.S. dollar value. If such dividends are converted into U.S. dollars on the
date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect thereof. If the
foreign currency so received is not converted into U.S. dollars on the date of receipt, such U.S. Holder will have a basis in the foreign
currency equal to its U.S. dollar value on the date of receipt. Any gain or loss on a subsequent conversion or other disposition of the
foreign currency generally will be treated as ordinary income or loss to such U.S. Holder and generally will be income or loss from sources
within the United States for foreign tax credit limitation purposes. U.S. Holders should consult their own tax advisors regarding the
treatment of foreign currency gain or loss, if any, on any foreign currency received by a U.S. Holder that are converted into U.S. dollars
on a date subsequent to receipt.
Sale
or Other Disposition of Ordinary Shares
A
U.S. Holder will generally recognize capital gain or loss upon a sale or other disposition of Ordinary Shares, in an amount equal to
the difference between the amount realized and the U.S. Holder’s adjusted tax basis, determined for federal income tax purposes,
in such Ordinary Shares, each amount determined in U.S. dollars. Any capital gain or loss will be long-term capital gain or loss if the
Ordinary Shares have been held for more than one year and will generally be United States source gain or loss for United States foreign
tax credit purposes. The deductibility of a capital loss may be subject to limitations, particularly with regard to shareholders who
are individuals. Each U.S. Holder is advised to consult its tax advisor regarding the tax consequences if a foreign tax is imposed on
a disposition of our Ordinary Shares, including the availability of the foreign tax credit under its particular circumstances.
A
U.S. Holder that receives a currency other than U.S. dollars on the disposition of our Ordinary Shares will realize an amount equal to
the U.S. dollar value of the non-U.S. currency received at the spot rate on the date of sale (or, if the Ordinary Shares are traded on
a recognized exchange and in the case of cash basis and electing accrual basis U.S. Holders, the settlement date). An accrual basis U.S.
Holder that does not elect to determine the amount realized using the spot rate on the settlement date will recognize foreign currency
gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot market exchange rates in
effect on the date of sale or other disposition and the settlement date. A U.S. Holder will have a tax basis in the currency received
equal to the U.S. dollar value of the currency received on the settlement date. Any gain or loss on a subsequent disposition or conversion
of the currency will be United States source ordinary income or loss.
Passive
Foreign Investment Company Considerations
For
United States federal income tax purposes, a non-United States corporation, such as our Company, will be treated as a “passive
foreign investment company,” or “PFIC” if, in the case of any particular taxable year, either (a) 75% or more of our
gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally
determined on the basis of a quarterly average) during such year produce or are held for the production of passive income. Based upon
our current and expected income and assets (including goodwill and taking into account the proceeds from our recent IPO) and the expected
market price of our Ordinary Shares following our IPO, we do not expect to be a PFIC for the current taxable year or the foreseeable
future.
However,
while we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we are or
will become a PFIC for any taxable year is a fact-intensive inquiry made annually that depends, in part, upon the composition and classification
of our income and assets. Fluctuations in the market price of our Ordinary Shares may cause us to be or become a PFIC for the current
or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and
other unbooked intangibles, may be determined by reference to the market price of our Ordinary Shares (which may be volatile). The composition
of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in our IPO. It is
also possible that the Internal Revenue Service may challenge our classification of certain income or assets for purposes of the analysis
set forth in subparagraphs (a) and (b), above or the valuation of our goodwill and other unbooked intangibles, which may result in our
company being or becoming a PFIC for the current or future taxable years.
If
we are classified as a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares, and unless the U.S. Holder makes
a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution
that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than
125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period
for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge,
of Ordinary Shares. Under the PFIC rules:
● |
such excess distribution
and/or gain will be allocated ratably over the U.S. Holder’s holding period for the Ordinary Shares; |
● |
such amount allocated to
the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which
we are a PFIC, each a pre-PFIC year, will be taxable as ordinary income; |
● |
such amount allocated to
each prior taxable year, other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the U.S.
Holder for that year; and |
● |
an interest charge generally
applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year, other than a pre-PFIC year. |
If
we are a PFIC for any taxable year during which a U.S. Holder holds our Ordinary Shares and we own any equity in a non-United States
entity that is also a PFIC, or a lower-tier PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the
shares of the lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors
regarding the application of the PFIC rules to any of the entities in which we may own equity.
As
an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with
respect to such stock, provided that certain requirements are met. The mark-to-market election is available only for stock that is regularly
traded on a national securities exchange that is registered with the SEC, or on a foreign exchange or market that the IRS determines
is a qualified exchange that has rules sufficient to ensure that the market price represents a legitimate and sound fair market value.
Although we intend to apply for the listing of our Ordinary Shares on the Nasdaq, we cannot guarantee that our listing will be approved.
Furthermore, we cannot guarantee that, once listed, our Ordinary Shares will continue to be listed and regularly traded on such exchange.
U.S. Holders are advised to consult their tax advisors as to whether the Ordinary Shares are considered marketable for these purposes.
If
an effective mark-to-market election is made with respect to our Ordinary Shares, the U.S. Holder will generally (i) include as ordinary
income for each taxable year that we are a PFIC the excess, if any, of the fair market value of Ordinary Shares held at the end of the
taxable year over its adjusted tax basis of such Ordinary Shares and (ii) deduct as an ordinary loss the excess, if any, of its adjusted
tax basis of the Ordinary Shares held at the end of the taxable year over the fair market value of such Ordinary Shares held at the end
of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
The U.S. Holder’s adjusted tax basis in the Ordinary Shares would be adjusted to reflect any income or loss resulting from the
mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized
upon the sale or other disposition of the Ordinary Shares will be treated as ordinary income and loss will be treated as ordinary loss,
but only to the extent of the net amount previously included in income as a result of the mark-to-market election.
If
a U.S. Holder makes a mark-to-market election in respect of a PFIC and such corporation ceases to be a PFIC, the U.S. Holder will not
be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not a PFIC.
Because
a mark-to-market election generally cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market
election with respect to our Ordinary Shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s
indirect interest in any of our non-United States subsidiaries if any of them is a PFIC.
If
a U.S. Holder owns our Ordinary Shares during any taxable year that we are a PFIC, such holder would generally be required to file an
annual IRS Form 8621. Each U.S. Holder is advised to consult its tax advisor regarding the potential tax consequences to such holder
if we are or become a PFIC, including the possibility of making a mark-to-market election.
THE
DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. EACH PROSPECTIVE
INVESTOR IN THE OUR ORDINARY SHARES IS URGED TO CONSULT ITS OWN TAX ADVISER ABOUT THE TAX CONSEQUENCES TO IT OF OWNING AND DISPOSING
OF OUR ORDINARY SHARES IN LIGHT OF SUCH PROSPECTIVE INVESTOR’S OWN CIRCUMSTANCES.
Documents
on Display
You
may read and copy documents referred to in this Annual Report on Form 20-F that have been filed with the SEC at the SEC’s Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. You can also obtain copies of our SEC filings by going to the SEC’s website at http://www.sec.gov.
The
SEC allows us to “incorporate by reference” the information we file with the SEC. This means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered
to be part of this Annual Report on Form 20-F.
ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET Risk
Interest
Rate Risk
The
Company is currently not subject to significant interest rate risk due to its lack of outstanding loans or large deposit accounts.
Foreign
Currency Exchange Rates
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
| | |
| |
Year-end US$:S$ exchange rate | |
| 1.3509 | | |
| 1.3520 | |
ITEM
12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not
applicable
PART
II
ITEM
13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM
14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
None.
ITEM
15. CONTROLS AND PROCEDURES
Our
management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)
and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports
that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer
or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As
of the end of the period covered by this Annual Report, our Chief Executive Officer and Principal Accounting Officer (the “Certifying
Officer”), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officer
has concluded that our disclosure controls and procedures were effective to ensure that material information is recorded, processed,
summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act
and the rules and regulations promulgated thereunder.
Pursuant
to the JOBS Act, we qualify as an “emerging growth company as we recorded revenues less than US$1.235 billion in our most recent
fiscal year, which allows us to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally
to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley
Act, in the assessment of the emerging growth company’s internal control over financial reporting.
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the
Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of May 31, 2024
using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”).
A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented
or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2024,
the Company determined that there were no control deficiencies that constituted material weaknesses.
Changes
in Internal Control over Financial Reporting
During
the financial year ended May 31, 2024, there was no change in the Company’s internal control over financial reporting period covered
by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
ITEM
16. RESERVED
ITEM
16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our
Board of Directors has determined that the Company has at least one audit committee financial expert serving on its audit committee.
Our board of directors has determined that each member of our audit committee is “independent” for audit committee purposes
as that term is defined by the rules of the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters
to serve on the audit committee. Our board of directors has designated Mr. Han Yee Yan as an “audit committee financial expert,”
as defined under the applicable rules of the SEC.
ITEM
16B. CODE OF ETHICS
Our
Board of Directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including
our chief executive officer, chief financial officer, principal accounting officer or controller or persons performing similar functions.
A current copy of this code is posted on the Corporate Governance section of our website, which is located at https://jbdiholdings.com.
The information on our website is deemed not to be incorporated in or to be a part of this Annual Report. We intend to disclose any
amendments to the code of ethics, and any waivers of the code of ethics or the code of conduct for our Directors, Executive Officers
and senior finance executives, on our website to the extent required by applicable U.S. federal securities laws and the corporate governance
rules of Nasdaq.
ITEM
16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit
Fees
The
following are the fees billed to us by our auditors during the financial years ended May 31, 2024 and 2023:
| |
Financial Years Ended May 31 | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
Audit Fees | |
| 100 | | |
| 100 | |
Audit Related Fees | |
| - | | |
| 30 | |
Tax Fees | |
| - | | |
| - | |
All Other Fees | |
| - | | |
| - | |
Total | |
| 100 | | |
| 130 | |
Audit
Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and
the reviews of the financial statements included in our Forms 6-K and for any other services that were normally provided by our independent
auditor in connection with our statutory and regulatory filings or engagements.
Audit
Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were
reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.
Tax
Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included
in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.
All
Other Fees consist of the aggregate fees billed for products and services provided by our independent auditor and not otherwise included
in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees would be fees for services rendered by our independent auditor
in connection with any private and public offerings conducted during such periods.
ITEM
16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
As
a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance
matters that differ significantly from Nasdaq corporate governance listing standards. However, our Audit Committee is required to comply
with the provisions of Rule 10A-3 of the Exchange Act, which is applicable to U.S. companies listed on Nasdaq. Therefore, we have a fully
independent Audit Committee in accordance with Rule 10A-3 of the Exchange Act. However, because we are a foreign private issuer, our
audit committee is not subject to additional Nasdaq corporate governance requirements applicable to listed U.S. companies, including
the requirements to have a minimum of three members and to affirmatively determine that all members are “independent,” using
more stringent criteria than those applicable to us as a foreign private issuer.
ITEM
16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None
ITEM
16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not
applicable
ITEM
16G. CORPORATE GOVERNANCE
Not
applicable
ITEM
16H. MINE SAFETY DISCLOSURE
Not
applicable
ITEM
16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not
Applicable
ITEM
16J. INSIDER TRADING POLICIES
The
Company has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of its securities by directors, senior
management, and employees that is reasonably designed to promote compliance with applicable insider trading laws, rules and regulations
and the listing standards of the Nasdaq.
ITEM
16K. CYBERSECURITY
The
Company has adopted a Cybersecurity Policy governing the establishment and application of certain procedures and safeguards to identify
potential cybersecurity risks and, in the event of a cybersecurity breach, the protocol for disclosing to the Securities and Exchange
Commission, including possible remedies. We review cybersecurity risk as part of our overall risk-management program. This ensures that
cybersecurity risk management remains a meaningful priority in our business strategy and operations. Our risk management strategy for
cybersecurity generally includes:
1. |
Identification:
We aim to proactively identify the manners in which our business could be materially impacted by cybersecurity risks including: |
|
a. |
Cybersecurity
Incidents - an unauthorized occurrence on or conducted through its information system that jeopardizes the confidentiality, integrity,
or availability of its information systems or any information residing therein |
|
b. |
Cybersecurity
Threats - any potential occurrence that may result in an unauthorized effort to adversely affect the confidentiality, integrity,
or availability of its information systems or any information residing therein. |
2. |
Assessment:
We periodically assess our risks relating to cybersecurity threats, including risks relating to our reliance on third parties. In
so doing, we consider the likelihood and impact that could result from the manifesting of such risks, together with the sufficiency
of existing policies, procedures, systems, and safeguards in place to manage such risks, together with the sufficiency of existing
policies, procedures, systems, and safeguards in place to manage such risks, including evaluating and if available obtaining cyber
liability insurance, and aligning such cyber-risk management policies with the Company’s business needs by integrating cyber-risk
analysis into significant business decisions. |
|
|
3. |
Management: If deemed
appropriate, we design and implement reasonable safeguards to address any identified gaps in our existing processes and procedures,
including annual cybersecurity awareness training emphasizing the use of strong passwords on all systems and aligning cyber-risk
management policies with the Company’s needs by integrating cyber-risk analysis into significant business decisions and ensuring
that the Company’s organization structure supports such cybersecurity goals. |
|
|
4. |
Evaluation: If a
cybersecurity breach occurs, the Audit Committee will determine whether the Incident or Threat is “material” (.i.e. is
there a substantial likelihood that a reasonable shareholder would consider it important in making an investment decision or if it
would have significantly altered the “total mix” of information made available?), assessing among other factors potential
or actual financial impacts, reputational damage, and operational disruptions. |
|
|
5. |
Report: Establish
and monitor an incident response approach requiring our Chief Financial officer to report to us, the full Board of Directors and
legal counsel any cybersecurity concerns or events. |
|
|
6. |
Disclosure: To ensure
compliance with SEC requirements and maintain overall stakeholder confidence in the Company, all material and known facts regarding
the cybersecurity breach will be recorded, including their nature, scope, and financial implications; and a Form 6-K will be prepared
and filed within four (4) business days after the determination that a “material” cybersecurity incident has occurred. |
We
presently do not engage third parties to assist with evaluating the effectiveness of our risk-management and cybersecurity practices.
The Company did not have any material cybersecurity breaches during the year ended May 31, 2024.
The
Audit Committee is the governance body involved in, and ultimately responsible for, cybersecurity oversight. They will generally coordinate
with our Chief Financial Officer in this regard. If needed, the full Board would be updated on cybersecurity risks and incidents. None
of our directors on the Audit Committee nor our Chief Financial Officer have particular experience in cybersecurity matters.
PART
III
ITEM
17. FINANCIAL STATEMENTS
Not
applicable
ITEM
18. FINANCIAL STATEMENTS
The
following Financial Statements are filed as part of this Annual Report:
INDEX
TO JBDI HOLDINGS LIMITED AND SUBSIDIARIES AUDITED CONSOLIDATED FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
The Shareholders and Board of Directors of
JBDI
HOLDINGS LIMITED AND SUBSIDIARIES
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of JBDI Holdings Limited and Subsidiaries (collectively referred to as the
“Company”) as of May 31, 2024 and 2023, the related consolidated statements of operations and comprehensive income, changes
in shareholders’ equity and cash flows for each of the years in the three-year period ended May 31, 2024 and the related notes (collectively
referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects,
the financial positions of the Company as of May 31, 2024 and 2023, and the results of its operations, the changes in the stockholders’
equity and its cash flows for each of the years in the three-year period ended May 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
/s/
Onestop Assurance PAC |
|
|
|
PCAOB
ID 6732 |
|
|
|
We
have served as the Company’s auditor since 2022. |
|
|
|
Singapore,
October 18, 2024 |
JDBI
HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Currency
expressed in United States Dollars (“US$”))
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
| 190 | | |
| 457 | |
Accounts receivable, net | |
| 1,686 | | |
| 2,304 | |
Inventories | |
| 291 | | |
| 334 | |
Deposits, prepayments and other receivables | |
| 311 | | |
| 187 | |
| |
| | | |
| | |
Total current assets | |
| 2,478 | | |
| 3,282 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Property and equipment, net | |
| 921 | | |
| 1,938 | |
Right-of-use assets | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Total non-current assets | |
| 1,977 | | |
| 3,055 | |
| |
| | | |
| | |
TOTAL ASSETS | |
| 4,455 | | |
| 6,337 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable and accrued liabilities | |
| 965 | | |
| 806 | |
Amounts due to related parties | |
| 1,316 | | |
| 1,573 | |
Bank borrowings | |
| 606 | | |
| 373 | |
Lease liabilities | |
| 111 | | |
| 54 | |
Income tax payable | |
| 9 | | |
| 317 | |
| |
| | | |
| | |
Total current liabilities | |
| 3,007 | | |
| 3,123 | |
| |
| | | |
| | |
Long-term liabilities: | |
| | | |
| | |
Bank borrowings | |
| - | | |
| 606 | |
Lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total long-term liabilities | |
| 1,064 | | |
| 1,710 | |
| |
| | | |
| | |
TOTAL LIABILITIES | |
| 4,071 | | |
| 4,833 | |
| |
| | | |
| | |
Shareholders’ equity | |
| | | |
| | |
Ordinary share, par value US$0.0005, 1,000,000,000 Ordinary Shares authorized, 18,037,500 Ordinary Shares issued and outstanding | |
| 9 | | |
| 9 | |
Additional paid-in capital | |
| 1,503 | | |
| 1,503 | |
Capital reserves | |
| 2 | | |
| 2 | |
Retained earnings | |
| (907 | ) | |
| 70 | |
Accumulated other comprehensive loss | |
| (223 | ) | |
| (80 | ) |
| |
| | | |
| | |
Total shareholders’ equity | |
| 384 | | |
| 1,504 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 4,455 | | |
| 6,337 | |
See
accompanying notes to consolidated financial statements.
JDBI
HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Currency
expressed in United States Dollars (“US$”))
| |
2024 | | |
2023 | |
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
| |
| | |
| |
|
|
|
Revenues, net | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
| |
| | | |
| | |
|
|
|
|
Cost of revenue | |
| (3,032 | ) | |
| (3,524 | ) |
|
|
(3,351 |
) |
| |
| | | |
| | |
|
|
|
|
Gross profit | |
| 6,362 | | |
| 7,598 | |
|
|
8,543 |
|
| |
| | | |
| | |
|
|
|
|
Operating cost and expenses: | |
| | | |
| | |
|
|
|
|
Selling and distribution | |
| (133 | ) | |
| (127 | ) |
|
|
(227 |
) |
General and administrative | |
| (7,475 | ) | |
| (6,604 | ) |
|
|
(5,699 |
) |
| |
| | | |
| | |
|
|
|
|
Total operating cost and expenses | |
| (7,608 | ) | |
| (6,731 | ) |
|
|
(5,926 |
) |
| |
| | | |
| | |
|
|
|
|
(Loss) Profit from operations | |
| (1,246 | ) | |
| 867 | |
|
|
2,617 |
|
| |
| | | |
| | |
|
|
|
|
Other income: | |
| | | |
| | |
|
|
|
|
Gain from disposal of plant and equipment | |
| 7 | | |
| 1 | |
|
|
- |
|
Interest income | |
| -* | | |
| -* | |
|
|
-* |
|
Interest expense | |
| (41 | ) | |
| (47 | ) |
|
|
(55 |
) |
Government grant | |
| 110 | | |
| 158 | |
|
|
73 |
|
Other income | |
| 68 | | |
| 108 | |
|
|
15 |
|
| |
| | | |
| | |
|
|
|
|
Total other income, net | |
| 144 | | |
| 220 | |
|
|
33 |
|
| |
| | | |
| | |
|
|
|
|
| |
| | | |
| | |
|
|
|
|
Income tax refund/expense | |
| 125 | | |
| (281 | ) |
|
|
(417 |
) |
| |
| | | |
| | |
|
|
|
|
NET (LOSS) INCOME | |
| (977 | ) | |
| 806 | |
|
|
2,233 |
|
| |
| | | |
| | |
|
|
|
|
Net (loss) income per share | |
| | | |
| | |
|
|
|
|
Basic and Diluted | |
| (0.05 | ) | |
| 0.04 | |
|
|
0.24 |
|
| |
| | | |
| | |
|
|
|
|
Weighted average number of Ordinary Shares outstanding | |
| | | |
| | |
|
|
|
|
Basic and Diluted (’000) | |
| 18,038 | | |
| 18,038 | |
|
|
9,375 |
|
| |
| | | |
| | |
|
|
|
|
NET (LOSS) INCOME | |
| (977 | ) | |
| 806 | |
|
|
2,233 |
|
| |
| | | |
| | |
|
|
|
|
Other comprehensive (loss) income: | |
| | | |
| | |
|
|
|
|
Foreign currency translation adjustment | |
| (143 | ) | |
| 16 | |
|
|
(96 |
) |
| |
| | | |
| | |
|
|
|
|
COMPREHENSIVE (LOSS) INCOME | |
| (1,120 | ) | |
| 822 | |
|
|
2,137 |
|
See
accompanying notes to consolidated financial statements.
JBDI
HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
| |
‘000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | |
| |
Ordinary Shares | | |
Additional | | |
Accumulated other | | |
| | |
| | |
Total | |
| |
No. of | | |
| | |
paid-in | | |
comprehensive | | |
Capital | | |
Retained | | |
shareholders’ | |
| |
shares | | |
Amount | | |
capital | | |
loss | | |
reserves | | |
earnings | | |
equity | |
| |
’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | | |
$’000 | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as of June 1, 2021 | |
18,038 | | |
9 | | |
1,503 | | |
- | | |
2 | | |
761 | | |
2,275 | |
Dividends declared to the former shareholders | |
- | | |
- | | |
- | | |
- | | |
- | | |
(2,707 | ) | |
(2,707 | ) |
Net income for the year | |
- | | |
- | | |
- | | |
- | | |
- | | |
2,233 | | |
2,233 | |
Foreign currency translation adjustment | |
- | | |
- | | |
- | | |
(96 | ) | |
- | | |
- | | |
(96 | ) |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Balance as of May 31, 2022 | |
| 18,038 | | |
| 9 | | |
| 1,503 | | |
| (96 | ) | |
| 2 | | |
| 287 | | |
| 1,705 | |
Dividends declared to the former shareholders | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,023 | ) | |
| (1,023 | ) |
Net income for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 806 | | |
| 806 | |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| 16 | | |
| - | | |
| - | | |
| 16 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of May 31, 2023 | |
| 18,038 | | |
| 9 | | |
| 1,503 | | |
| (80 | ) | |
| 2 | | |
| 70 | | |
| 1,504 | |
Balance, value | |
| 18,038 | | |
| 9 | | |
| 1,503 | | |
| (80 | ) | |
| 2 | | |
| 70 | | |
| 1,504 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Net loss for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (977 | ) | |
| (977 | ) |
Net income (loss) for the year | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (977 | ) | |
| (977 | ) |
Foreign currency translation adjustment | |
| - | | |
| - | | |
| - | | |
| (143 | ) | |
| - | | |
| - | | |
| (143 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Balance as of May 31, 2024 | |
| 18,038 | | |
| 9 | | |
| 1,503 | | |
| (223 | ) | |
| 2 | | |
| (907 | ) | |
| 384 | |
Balance, value | |
| 18,038 | | |
| 9 | | |
| 1,503 | | |
| (223 | ) | |
| 2 | | |
| (907 | ) | |
| 384 | |
See
accompanying notes to consolidated financial statements.
JBDI
HOLDINGS LIMITED AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Currency
expressed in United States Dollars (“US$”))
| |
2024 | | |
2023 | |
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000
|
|
| |
| | |
| |
|
|
|
Cash flows from operating activities: | |
| | | |
| | |
|
|
|
|
Net (loss) income | |
| (977 | ) | |
| 806 | |
|
|
2,233 |
|
Adjustments to reconcile net income to net cash provided by operating activities | |
| | | |
| | |
|
|
|
|
Depreciation of property and equipment | |
| 463 | | |
| 448 | |
|
|
493 |
|
Depreciation of right-of-use assets | |
| 62 | | |
| 27 | |
|
|
60 |
|
Impairment of estimated credit losses | |
| 246 | | |
| - | |
|
|
- |
|
Reverse of impairment of estimated credit losses | |
| (39 | ) | |
| - | |
|
|
- |
|
Impairment of property and equipment | |
| 716 | | |
| 294 | |
|
|
- |
|
Gain from disposal of property and equipment | |
| (7 | ) | |
| (1 | ) |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Change in operating assets and liabilities: | |
| | | |
| | |
|
|
|
|
Accounts receivable | |
| 290 | | |
| 250 | |
|
|
(871 |
) |
Inventories | |
| 43 | | |
| (39 | ) |
|
|
(43 |
) |
Accounts payable and accrued liabilities | |
| 159 | | |
| 86 | |
|
|
663 |
|
Amount due to related parties | |
| 409 | | |
| - | |
|
|
- |
|
Repayment of operating lease liabilities | |
| (56 | ) | |
| (18 | ) |
|
|
(50 |
) |
Income tax payable | |
| (309 | ) | |
| (214 | ) |
|
|
452 |
|
| |
| | | |
| | |
|
|
|
|
Net cash provided by operating activities | |
| 1,000 | | |
| 1,657 | |
|
|
2,987 |
|
| |
| | | |
| | |
|
|
|
|
Cash flows from investing activities: | |
| | | |
| | |
|
|
|
|
Purchase of property and equipment | |
| (81 | ) | |
| (46 | ) |
|
|
(926 |
) |
Proceed from disposal of property and equipment | |
| 43 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Net cash used in investing activities | |
| (38 | ) | |
| (46 | ) |
|
|
(926 |
) |
| |
| | | |
| | |
|
|
|
|
Cash flows from financing activities: | |
| | | |
| | |
|
|
|
|
Repayment of bank borrowings | |
| (373 | ) | |
| (365 | ) |
|
|
(354 |
) |
Dividend paid | |
| (666 | ) | |
| (1,586 | ) |
|
|
(2,049 |
) |
Repayment of finance lease liabilities | |
| (42 | ) | |
| (18 | ) |
|
|
(50 |
) |
| |
| | | |
| | |
|
|
|
|
Net cash used in financing activities | |
| (1,081 | ) | |
| (1,969 | ) |
|
|
(2,453 |
) |
| |
| | | |
| | |
|
|
|
|
Effect on exchange rate change on cash and cash equivalents | |
| (148 | ) | |
| 28 | |
|
|
(68 |
) |
| |
| | | |
| | |
|
|
|
|
Net change in cash and cash equivalent | |
| (267 | ) | |
| (330 | ) |
|
|
(460 |
) |
| |
| | | |
| | |
|
|
|
|
BEGINNING OF YEAR | |
| 457 | | |
| 787 | |
|
|
1,247 |
|
| |
| | | |
| | |
|
|
|
|
END OF YEAR | |
| 190 | | |
| 457 | |
|
|
787 |
|
| |
| | | |
| | |
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION: | |
| | | |
| | |
|
|
|
|
Cash paid (refund) for income taxes | |
| 308 | | |
| 531 | |
|
|
(40 |
) |
Cash paid for interest | |
| 41 | | |
| 47 | |
|
|
55 |
|
See
accompanying notes to consolidated financial statements.
JBDI
HOLDINGS LIMITED AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE FINANCIAL YEARS ENDED MAY 31, 2024, 2023 AND 2022
(Currency
expressed in United States Dollars (“US$”))
NOTE-1
BUSINESS OVERVIEW AND BASIS OF PRESENTATION
JBDI
Holdings Limited (“JBDI Holdings”) is incorporated in the Cayman Islands on October 11, 2022 under the Companies Act as an
exempted company with limited liability. The authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value
$0.001 each. On February 7, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company’s
shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”) and to change the Company’s
authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.
JBDI
Holdings, through its subsidiaries (collectively referred to as the “Company”) are mainly engaged in the Reconditioned and
Recycled of Containers in Singapore. The Company has over twenty (20) years of experience in the Reconditioned and Recycled of Containers
in the Recycling industry.
Description
of subsidiaries incorporated and controlled by the Company
SCHEDULE
OF DESCRIPTION OF SUBSIDIARIES
Name |
|
Background |
|
Effective
ownership |
|
|
|
|
|
JBDI
|
|
British
Virgin Islands company
Incorporated
on October 10, 2022
Issued
and outstanding 10,000 ordinary shares for US$10,000
Investment
holding
Provision
of investment holding |
|
100%
owned by JBDI Holdings |
|
|
|
|
|
Jurong
Barrels |
|
Singaporean
company
Incorporated
on September 17, 1983
Issued
and outstanding 2,000,000 ordinary shares for S$2,000,000 |
|
100%
owned by JBDI |
|
|
|
|
|
JBDI
Systems |
|
Singaporean
company
Incorporated
on May 4, 2017
Issued
and outstanding 100 ordinary shares for S$100 |
|
100%
owned by Jurong Barrels |
Reorganization
Since
2022, the Company completed several transactions for the purposes of a group reorganization, as below:-
On
October 10, 2022, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC (initial shareholders) and Arc Development entered into
the Acquisition Agreement, pursuant to which Arc Development acquired 490 Ordinary Shares of JBDI (representing approximately 4.9% shareholding
interest in JBDI) from E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC for consideration of US$800,000. As a term of
the acquisition, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC undertakes to transfer the entire issued share capital
of Jurong Barrels to the JBDI. Following such transfer, E U Holdings owns 5,706 Ordinary Shares, Mr. Lim CP owns 475 Ordinary Shares,
Ms. Siow KL owns 1,427 Ordinary Shares, Mr. Lim KS owns 475 Ordinary Shares, Mr. Lim TC 1,427 Ordinary Shares and Arc Development owns
490 Ordinary Shares, respectively.
On
October 10, 2022, E U Holdings entered into a transfer agreement with Goldstein for the transfer of 4.90% of the issued share capital
of JBDI.
On
January 12, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC and JBDI entered into a sale and purchase agreement pursuant
to which E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC transferred its entire shareholding interest in Jurong Barrels
to JBDI. The consideration is settled by JBDI allotting and issuing 1 Ordinary Share to each of E U Holdings, Mr. Lim CP, Ms. Siow KL,
Mr. Lim KS, Mr. Lim TC credited as fully paid.
On
May 30, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein, Arc Development and JBDI Holdings entered into
a reorganization agreement, pursuant to which E U Holdings, Mr. Lim CP, Ms Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development,
transferred their respective 5,216 Ordinary Shares, 475 Ordinary Shares, 1,427 Ordinary Shares, 475 Ordinary Shares, 1,427 Ordinary Shares,
490 Ordinary Shares and 490 Ordinary Shares respectively into JBDI Holdings. The consideration is settled by JBDI Holdings issuing 4,704,179
Ordinary Shares, 429,292 Ordinary Shares, 1,286,074 Ordinary Shares, 429,292 Ordinary Shares, 1,286,074 Ordinary Shares, 441,919 Ordinary
Shares and 441,919 Ordinary Shares to E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development respectively,
credited as fully paid.
Prior
to a group reorganization, JBDI was the holding company of a group of companies comprised of Jurong Barrels and JBD Systems. JBDI held
as to 52.16% by E U Holdings, 4.76% by Mr. Lim CP, 14.26% by Ms. Siow KL, 4.76% by Mr. Lim KS, 14.26% by Mr. Lim TC, 4.90% by Goldstein
and 4.90% by Arc Development, the latter two of which are an independent third parties. Upon completion of the reorganization, E U Holdings
owns 4,704,180 Ordinary Shares, Mr. Lim CP owns 429,292 Ordinary Shares, Ms. Siow KL owns 1,286,074 Ordinary Shares, Mr. Lim KS owns
429,292 Ordinary Shares, Mr. Lim TC owns 1,286,074 Ordinary Shares, Goldstein owns 441,919 Ordinary Shares and Arc Development owns 441,919
Ordinary Shares of the Company respectively, and JBDI, Jurong Barrels and JBD Systems become directly/indirectly owned subsidiaries.
During
the financial years presented in these consolidated financial statements, the control of the entities has never changed (always under
the control of JBDI Holdings). Accordingly, the combination has been treated as a corporate restructuring (“Reorganization”)
of entities under common control and thus the current capital structure has been retroactively presented in prior years as if such structure
existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for
all years to which such entities were under common control. The consolidation of JBDI Holdings and its subsidiaries has been accounted
for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the
first year presented in the accompanying consolidated financial statements.
NOTE-2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These
accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this
note and elsewhere in the accompanying consolidated financial statements and notes.
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).
● |
Use
of Estimates and Assumptions |
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the financial years presented. Significant accounting estimates
in the year include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions
used in assessing right-of-use assets and impairment of long-lived assets, and deferred tax valuation allowance.
The
Inputs Into the management’s judgments and estimates consider the economic Implications of COVID-19 on the Company’s critical
and significant accounting estimates. Actual results could differ from these estimates.
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
● |
Foreign
Currency Translation and Transaction |
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the statement of operations.
The
reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements
have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in
their local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic
environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the financial
year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component
of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation
of amounts from S$ into US$ has been made at the following exchange rates for the financial years ended May 31, 2024 and 2023:
SCHEDULE
OF EXCHANGE RATES
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
| | | |
| | |
Year-end US$:S$ exchange rate | |
| 1.3509 | | |
| 1.3520 | |
Average US$:S$ exchange rate | |
| 1.3465 | | |
| 1.3690 | |
Translation
gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency
are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
● |
Cash
and Cash Equivalents |
Cash
and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly
liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying
amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
● |
Accounts
Receivable, net |
Accounts
receivable include trade accounts due from customers in the sale of products.
Accounts
receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement
terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon the execution
of the insurance policies. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue
balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt
allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific
losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the
allowance after all means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management
continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
The
Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.
Inventories
are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments
to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory
and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent
changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
● |
Property
and Equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking
into account their estimated residual values:
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE
|
|
Expected
useful life |
Factory
and office equipment |
|
5
years |
Factory
improvement |
|
5
years |
Leasehold
factory premises |
|
30
years |
Furniture
and fittings |
|
10
years |
Machinery
and equipment |
|
10
years |
Motor
vehicles and forklifts |
|
5
years |
Renovation |
|
5
years |
Leasehold
land |
|
20
years |
Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the Results of operations.
● |
Impairment
of Long-Lived Assets |
In
accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property
and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the
carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
The
Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC
606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
|
Step
1: |
Identify
the contract(s) with a customer. |
|
Step
2: |
Identify
the performance obligations in the contract. |
|
Step
3: |
Determine
the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be
entitled in exchange for transferring promised goods or services to a customer. |
|
Step
4: |
Allocate
the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price
to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in
the contract. |
|
Step
5: |
Recognize
revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies
a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of
that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance
obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for
promises to transfer service to a customer). |
Majority
of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts
the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances
when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:
Product
sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue
when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method
of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer
has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the
Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally
met when the products are:
|
● |
Invoiced. |
|
● |
Shipped
from the Company’s facilities or warehouse (“Ex-works”, which is the Company’s standard shipping term). |
For
these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from,
the products at the time the products are shipped.
The
Company records its revenues on product sales, net of good & service taxes (“GST”) upon the services are rendered and
the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority
of the products at the rate of 9% on the invoiced value of sales in Singapore.
Amounts
received as prepayment on future products are recorded as customer deposit and recognized as income when the product is shipped.
● |
Shipping
and Handling Costs |
Shipping and handling costs are approximately $0.1 million, approximately
$0.1 million, and approximately $0.2 million which associated with the distribution of the products to the customers which are borne by the Company’s
suppliers or distributors during the financial years ended May 31, 2024, 2023 and 2022.
Sales
and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,
and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense
was approximately $0.003 million, approximately $0.003 million, and approximately $0.003 million for the financial years ended May 31, 2024, 2023 and 2022, respectively.
A
government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the
conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but
the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other
payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent
on the management’s expectation of when the conditions attached to the grant can be fulfilled. For the financial years ended
May 31, 2024, 2023 and 2022, the Company received government subsidies of approximately $0.1
million, approximately $0.2
million and approximately $0.08 million, respectively, which are recognized as government grant in the consolidated statements of
operations.
● |
Comprehensive
Income (Loss) |
ASC
Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses
on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Income
taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to taxable income in the financial years in which those temporary differences
are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For
the financial years ended May 31, 2024, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As
of May 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions.
The
Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that
are subject to examination by the relevant tax authorities.
Effective
from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use
asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use
assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater
than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use
asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make
lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured
and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance
under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The
accounting update also requires that for finance leases, a lessee recognize Interest expense on the lease liability, separately from
the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized
as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
Contributions
to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements
of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated
multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute
a specified percentage of the participants’ relevant income based on their ages and wages level. During the financial years ended
May 31, 2024, 2023 and 2022, approximately $0.2 million, approximately $0.2 million and approximately $0.2 million, respectively, contributions were made accordingly.
FASB
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis
consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments
and major customers in financial statements for details on the Company’s business segments. For the financial years ended May 31,
2024, 2023 and 2022, the Company has one reporting business segment.
The
Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant
to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15,
to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company;
f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
The
financial statements shall include disclosure of material related party transactions, other than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of
the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
● |
Commitments
and Contingencies |
The
Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
● |
Concentration
of Credit Risk |
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable. Cash
equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by
management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately US$74,360) if the bank
with which an individual/a company hold its eligible deposit fails. As of May 31, 2024, bank and cash balances of approximately $0.2
million was maintained at financial institutions in Singapore, of which approximately $0.1 million was subject to credit risk. While
management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For
accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts are based on the estimated realizable
value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration
of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected
to be affected similarly by changes in economic conditions.
The
reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in S$ and a significant portion
of the assets and liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and
results of operations may be affected by fluctuations in the exchange rate between US$ and S$. If S$ depreciates against US$, the value
of S$ revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial
instruments that expose to substantial market risk.
Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is
to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of
uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
The
Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect
to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes
the inputs used in measuring fair value as follows:
|
● |
Level
1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
|
● |
Level
2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets
or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using
market-based observable inputs; and |
|
● |
Level
3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option
pricing models and discounted cash flow models. |
The
carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable,
amount due to a related party, accounts payable, escrow liabilities, income tax payable, amount due to a related party, other payables
and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
Management
believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate
the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party
valuation based upon loan level data including note rate, type and term of the underlying loans.
The
Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable
market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact
that inputs used to measure fair value are unobservable and require management’s judgment.
Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
● |
Recently
Issued Accounting Pronouncements |
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions”, which clarifies that contractual sale restrictions are not considered in measuring fair value
of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard
is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard
update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.
NOTE
- 3 DISAGGREGATION OF REVENUE
The
following tables present the Company’s revenue disaggregated by business segment and geography, based on management’s assessment
of available data:
SCHEDULE
OF DISAGGREGATION OF REVENUE
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
|
$’000 |
|
Sales at a single point in time | |
| | | |
| | |
|
|
|
|
Sales of containers and recycled materials | |
| 8,249 | | |
| 9,647 | |
|
|
11,028 |
|
Services | |
| 1,136 | | |
| 1,365 | |
|
|
755 |
|
| |
| | | |
| | |
|
|
|
|
Total revenue at a point in time | |
| 9,385 | | |
| 11,012 | |
|
|
11,783 |
|
Sales over time | |
| - | | |
| - | |
|
|
- |
|
Rental | |
| 9 | | |
| 110 | |
|
|
111 |
|
| |
| | | |
| | |
|
|
|
|
Total
revenue over time | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
In
accordance with ASC 280, Segment Reporting (“ASC 280”), we have one reportable geographic segment. Sales are based on the
countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following
tables:
| |
2024 | | |
2023 | |
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Singapore | |
| 7,907 | | |
| 9,344 | |
|
|
10,091 |
|
Indonesia | |
| 877 | | |
| 1,411 | |
|
|
1,405 |
|
Malaysia and other countries | |
| 610 | | |
| 367 | |
|
|
398 |
|
| |
| | | |
| | |
|
|
|
|
Total
revenue | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
NOTE-4
ACCOUNTS RECEIVABLE, NET
Accounts
receivable, net consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE, NET
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Accounts receivable – third parties | |
| 2,003 | | |
| 2,414 | |
Less: allowance for doubtful accounts | |
| (317 | ) | |
| (110 | ) |
| |
| | | |
| | |
Accounts receivable, net | |
| 1,686 | | |
| 2,304 | |
For
the financial years ended May 31, 2024, and 2023, the Company has made the allowance for doubtful accounts and charged to the consolidated
statements of operations. The Company has not experienced any significant bad debt write-offs of accounts receivable in the past.
The
Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable
losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment
history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off
after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored
on an ongoing basis and its exposure to bad debts is not significant.
At
May 31, 2024 and 2023, there are outstanding accounts are 90 days past due.
NOTE-5
INVENTORIES
The
Company’s inventories were as follows:-
SCHEDULE
OF INVENTORIES
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Finished goods | |
| 291 | | |
| 334 | |
| |
| | | |
| | |
Inventory,
net | |
| 291 | | |
| 334 | |
NOTE-6
PROPERTY AND EQUIPMENT, NET
Property
and equipment consisted of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT, NET
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
At cost: | |
| | | |
| | |
Factory and office equipment | |
| 37 | | |
| 37 | |
Factory improvement | |
| 711 | | |
| 711 | |
Leasehold factory premises | |
| 555 | | |
| 555 | |
Furniture & fittings | |
| 24 | | |
| 24 | |
Machinery and equipment | |
| 3,401 | | |
| 3,394 | |
Motor vehicles and forklifts | |
| 1,102 | | |
| 1,265 | |
Renovation | |
| 99 | | |
| 99 | |
Right-of-use-assets | |
| 1,358 | | |
| 1,357 | |
| |
| | | |
| | |
Property and equipment, gross | |
| 7,287 | | |
| 7,442 | |
Less: accumulated depreciation | |
| (4,299 | ) | |
| (4,089 | ) |
Less: provision for impairment | |
| (1,011 | ) | |
| (298 | ) |
| |
| | | |
| | |
Property and equipment, net | |
| 1,977 | | |
| 3,055 | |
Depreciation
expense for the financial years ended May 31, 2024, 2023 and 2022 were at approximately $0.5
million, approximately $0.5
million, and approximately $0.4 million respectively.
Provision
for impairment of property and equipment for the financial years ended May 31, 2024 and 2023 were at approximately $0.7 million and approximately
$0.3 million, respectively.
Right-of-use
assets under operating leasing arrangements classified under leasehold lands as of May 31, 2024 and 2023 amounted to approximately
$1.1 million and approximately $1.1 million, respectively. Details of such leased assets are disclosed in Note 9.
NOTE-7
AMOUNTS DUE TO RELATED PARTIES
Amounts
due to related parties consisted of the following:
SCHEDULE
OF AMOUNTS DUE TO RELATED PARTIES
| |
| | |
| |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
Due to related parties* | |
| | | |
| | |
- E U Holdings Pte. Ltd.(1) | |
| 663 | | |
| 902 | |
- Soon Aik Global Pte Ltd(2) | |
| 8 | | |
| 8 | |
- Amount due to shareholders(3) | |
| 395 | | |
| 576 | |
- Amount due to director loans(4) | |
| 245 | | |
| 87 | |
- Amount due to KDS Steel Pte Ltd(5) | |
| 5 | | |
| - | |
| |
| | | |
| | |
Amounts
due to related parties | |
| 1,316 | | |
| 1,573 | |
* | The amounts are unsecured,
interest-free and non-repayable on demand. |
NOTE-8
BANK BORROWINGS
Bank
borrowings consisted of the following:
SCHEDULE OF BANK BORROWINGS
| |
Term of | |
Annual | | |
As of May 31, | |
| |
repayments | |
interest rate | | |
2024 | | |
2023 | |
| |
| |
| | | |
| $’000 | | |
| $’000 | |
| |
| |
| | | |
| | | |
| | |
Term loans | |
Within 5 years | |
| 2.0 | % | |
| 606 | | |
| 979 | |
| |
| |
| | | |
| | | |
| | |
| |
| |
| | | |
| 606 | | |
| 979 | |
Representing :- | |
| |
| | | |
| | | |
| | |
Within 12 months | |
| |
| | | |
| 606 | | |
| 373 | |
Over 1 year | |
| |
| | | |
| - | | |
| 606 | |
| |
| |
| | | |
| | | |
| | |
| |
| |
| | | |
| 606 | | |
| 979 | |
As
of May 31, 2024 and 2023, bank borrowing was obtained from a financial institution in Singapore, which bear annual interest at a fixed
rate at 2.0%
and are repayable in 5 years.
The bank borrowing is subject to certain financial covenant clauses and did not comply with certain financial covenant clauses.
The
Company’s bank borrowing is guaranteed under the personal from Mr. Lim CP and under the corporate from E U Holdings.
NOTE-9
RIGHT-OF-USE ASSETS
The
Company adopted ASU No. 2016-02, Leases, on January 1, 2019, the beginning of the fiscal 2019, using the modified retrospective approach.
The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement
conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.
Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic
benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for
as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable
lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all
of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term
leases as we have elected the practical expedient.
Operating
leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance
Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of
its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing
rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments.
Operating lease payments are recognized on a straight-line basis over the lease term.
The
Company adopts 2.0% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average
remaining life of the lease was 3 years.
The
table below presents the lease-related assets and liabilities recorded on the balance sheet.
SCHEDULE OF OPERATING LEASE RELATED
ASSETS AND LIABILITIES
| |
| | | |
| | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Assets | |
| | | |
| | |
Operating lease, right-of-use asset, net | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Total right-of-use asset | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current: | |
| | | |
| | |
Operating lease liabilities | |
| 111 | | |
| 54 | |
| |
| | | |
| | |
Total
Operating lease liabilities | |
| 111 | | |
| 54 | |
| |
| | | |
| | |
Non-current: | |
| | | |
| | |
Operating lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total Operating lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total lease liabilities | |
| 1,175 | | |
| 1,158 | |
As
of May 31, 2024, right-of-use assets were approximately $1.1 million and lease liabilities were approximately $1.2 million.
As
of May 31, 2023, right-of-use assets were approximately $1.1 million and lease liabilities were approximately $1.2 million.
The
Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities
or right-of-use assets. The following tables summarize the lease expense for the financial years.
SCHEDULE
OF OPERATING LEASE EXPENSES
| |
| | | |
| | |
|
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Operating lease cost: | |
| | | |
| | |
|
|
|
|
Operating lease expense (per ASC 842) | |
| - | | |
| - | |
|
|
25 |
|
| |
| | | |
| | |
|
|
|
|
Short-term lease expense (other than ASC 842) | |
| 802 | | |
| 789 | |
|
|
710 |
|
| |
| | | |
| | |
|
|
|
|
Total lease expense | |
| 802 | | |
| 789 | |
|
|
735 |
|
Components
of Lease Expense
We
recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative”
expense on the accompanying consolidated statement of operations.
Future
Contractual Lease Payments as of May 31, 2024
The
below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present
value of future lease payments for the next three financial years ending May 31:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Financial Years Ending May 31, | |
Operating and finance lease amount | |
| |
$’000 | |
| |
| |
2025 | |
| 114 | |
2026 | |
| 1,064 | |
Less: interest | |
| (3 | ) |
| |
| | |
Present value of lease liabilities | |
| 1,175 | |
| |
| | |
Representing: | |
| | |
Current liabilities | |
| 111 | |
Non-current liabilities | |
| 1,064 | |
| |
| | |
Total
lease liabilities | |
| 1,175 | |
NOTE-10
SHAREHOLDERS’ EQUITY
Ordinary
Shares
The
Company was established under the laws of Cayman Islands on October 11, 2022 with authorized share of $500,000 divided into 500,000,000
Ordinary Shares of par value $0.001 each. On February 7, 2024, for purposes of recapitalization in anticipation of the initial public
offering, the Company’s shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”)
and to change the Company’s authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of
$0.0005 each.
The
Company is authorized to issue one class of ordinary share.
The
holders of the Company’s ordinary share are entitled to the following rights:
Voting
Rights: Each share of the Company’s ordinary share entitles its holder to one vote per share on all matters to be voted or
consented upon by the stockholders. Holders of the Company’s ordinary shares are not entitled to cumulative voting rights with
respect to the election of directors.
Dividend
Right: Subject to limitations under Cayman law and preferences that may apply to any shares of preferred stock that the Company may
decide to issue in the future, holders of the Company’s ordinary share are entitled to receive ratably such dividends or other
distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.
Liquidation
Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary share
are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of
the Company, subject to the prior rights of the holders of the Company’s preferred stock.
Other
Matters: The holders of the Company’s ordinary share have no subscription, redemption or conversion privileges. The Company’s
ordinary share does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s ordinary share
are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s ordinary share are subject
to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
Dividend
Distribution
On
May 28, 2023, the Company approved the distribution of interim dividend of approximately $1.0 million to E U Holdings, Mr. Lim CP, Ms.
Siow KL, Mr. Lim TC, Mr. Lim KS and Arc Development.
NOTE-11
INCOME TAXES
The
provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| |
| | | |
| | |
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Income tax current year | |
| - | | |
| 281 | |
|
|
417 |
|
Income tax refund | |
| (125 | ) | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Income tax (refund) expense | |
| (125 | ) | |
| 281 | |
|
|
417 |
|
The
effective tax rate in the financial years presented is the result of the mix of income earned in various tax jurisdictions that apply
a broad range of income tax rate. The Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions
in which they operate, as follows:
BVI
JBDI
is considered to be an exempted British Virgin Islands Company and are presently not subject to income taxes or income tax filing requirements
in the British Virgin Islands or the United States.
Singapore
Jurong
Barrels and JBD Systems are operating in Singapore and are subject to the Singapore tax law at the corporate tax rate at 17% on the assessable
income arising in Singapore during its tax year.
The
reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the financial years ended
May 31, 2024, 2023 and 2022 are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE
| |
| | | |
| | |
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
| |
| | |
| |
|
|
|
Statutory income tax rate | |
| 17 | % | |
| 17 | % |
|
|
17 |
% |
Income tax (refund) expense at statutory rate | |
| (187 | ) | |
| 185 | |
|
|
450 |
|
Tax effect of non-taxable income | |
| (14 | ) | |
| (22 | ) |
|
|
(22 |
) |
Tax effect of non-deductible items | |
| 144 | | |
| 163 | |
|
|
102 |
|
Under provision in previous financial year | |
| 135 | | |
| 92 | |
|
|
10 |
|
Deferred tax assets not recognised | |
| (125 | ) | |
| - | |
|
|
- |
|
Utilization of capital allowances | |
| (40 | ) | |
| (125 | ) |
|
|
(123 |
) |
Others | |
| (38 | ) | |
| (12 | ) |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Income tax (refund) expense | |
| (125 | ) | |
| 281 | |
|
|
417 |
|
Uncertain
tax positions
The
Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measure the unrecognized benefits associated with the tax positions. As of May 31, 2024 and 2023, the Company did not have any significant
unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax
expenses for the financial years ended May 31, 2024, 2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized
tax benefits in the next 12 months from May 31, 2024.
NOTE-12
RELATED PARTY TRANSACTIONS
In
the ordinary course of business, during the financial years ended May 31, 2024 and 2023, the Company was involved in certain transactions,
either at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions
with these parties for the financial years as presented (for the portion of such period that they were considered related):
SCHEDULE
OF RELATED PARTY TRANSACTIONS
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
|
$’000 |
|
| |
| | |
| |
|
|
|
|
Nature of transactions | |
| | |
| |
|
|
|
|
| |
| | |
| |
|
|
|
|
KDS Steel Pte Ltd(1) | |
| | | |
| | |
|
|
|
|
- Logistics services | |
| 802 | | |
| 789 | |
|
|
710 |
|
- Utilities | |
| 71 | | |
| 72 | |
|
|
72 |
|
- Other income | |
| 4 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
E U Holdings Pte. Ltd.(2) | |
| | | |
| | |
|
|
|
|
- Management fees | |
| 267 | | |
| 263 | |
|
|
266 |
|
- Professional fees | |
| 1 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Filtec Private Limited(3) | |
| | | |
| | |
|
|
|
|
- Sales | |
| 1 | | |
| - | |
|
|
- |
|
- Upkeep of machinery | |
| -* | | |
| - | |
|
|
- |
|
- Upkeep of motor vehicles | |
| -* | | |
| - | |
|
|
- |
|
These
related parties are controlled by the common shareholders of the Company.
(1) |
|
(2) |
|
(3) |
25%
by Mr. Neo Chin Heng. |
Apart
from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other
significant or material related party transactions during the financial years presented.
NOTE-13
CONCENTRATIONS OF RISK
The
Company is exposed to the following concentrations of risk:
For
the financial year ended May 31, 2024, there was one single customer who accounted approximately for 14.2% of the Company’s revenues.
For
the financial year ended May 31, 2023, there was one single customer who accounted approximately for 16.4% of the Company’s revenues.
For the financial year ended May 31, 2022, there was one single customer
who accounted approximately for 18.4% of the Company’s revenues.
For
the financial year ended May 31, 2024, the vendor (Vendor A) who accounted approximately for 6.4% or more of the Company’s purchases and
the financial year ended May 31, 2023, the vendor who accounted approximately for 8.5%
or more of the company’s purchases, and the financial year ended May 31, 2022, the vendor (Vendor B) who accounted approximately
for 10.8%
or more of the company’s purchases. Its
outstanding payable balances as at financial year end date, is presented as follows:
SCHEDULE
OF CONCENTRATIONS OF RISK
| |
2024 | | |
2023 |
|
2022 |
|
| |
Percentage of purchases | | |
Accounts
payable | | |
Percentage of purchases | |
Accounts
payable | |
|
|
Percentage of purchases |
|
|
Accounts payable
|
|
| |
% | | |
$’000 | | |
% | |
$’000 | |
|
% |
|
|
$’000 |
|
| |
| | | |
| | | |
| |
| | |
|
|
|
|
|
|
|
|
Vendor A | |
| 6.4 | | |
| - | | |
4.3 | |
| - | |
|
|
4.3 |
|
|
|
- |
|
Vendor B | |
| 3.2 | | |
| 10 | | |
8.5 | |
| 61 | |
|
|
10.8 |
|
|
|
60 |
|
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts and loans receivable.
Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored
by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately US$74,360) if the bank
with which an individual/a company hold its eligible deposit fails. As of May 31, 2024, bank and cash balances of approximately $0.2
million was maintained at financial institutions in Singapore, of which approximately $0.1 million was subject to credit risk. While
management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For
accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts
based on the estimated realizable value.
The
Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its
counterparties’ financial condition and generally do not require a collateral. The Company also considers the probability of default
upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each
reporting year.
The
Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial
asset is unlikely to be received, which could include default of contractual payments due for more than 90 days, default of interest
due for more than 365 days or there is significant difficulty of the counterparty.
To
minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to their degree
of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own
trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking
information which includes the following indicators:
|
● |
Actual
or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change
to the debtor’s ability to meet its obligations |
|
● |
Internal
credit rating |
|
|
|
|
● |
External
credit rating and when necessary |
Regardless
of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual
payment.
As
of May 31, 2024, there was approximately $0.3 million outstanding from a single customer whose account receivable balances of total consolidated
amounts.
As
of May 31, 2023, there was approximately $0.3 million outstanding from a single customer whose account receivable balances of total consolidated
amounts.
As of May 31, 2022, there was approximately $0.6 million outstanding from
a single customer whose account receivable balances of total consolidated amounts.
As
the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent
of changes in market interest rates.
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of May 31, 2024, 2023 and 2022, the borrowings were at fixed interest rates.
(d) |
Economic
and political risk |
The
Company’s major operations are conducted in Singapore. Accordingly, the political, economic, and legal environments in Singapore,
as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results
of operations.
The
Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post
the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit
depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and
economic environments without notice.
Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is
to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of
uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
NOTE-14
COMMITMENTS AND CONTINGENCIES
Litigation
— From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business.
The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a
material adverse effect on its business, financial condition, operating results, or cash flows.
As
of May 31, 2024 and 2023, the Company has no material commitments or contingencies.
NOTE-15
SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has
evaluated all events or transactions that occurred after May 31, 2024, up through the date the Company issued the audited consolidated
financial statements. During the year, the Company did not have any material subsequent events other than disclosed above.
On
August 28, 2024, the Company had completed its initial public offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00
per share (the “Offering”). Total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance
and expenses, were approximately $6.7 million. The Ordinary Shares began trading on August 27, 2024 on the Nasdaq Capital Market under
the ticker symbol “JBDI.”
ITEM
19. EXHIBITS
EXHIBIT INDEX
Exhibit
No. |
|
Description
of document |
1.1******** |
|
Form of Underwriting Agreement, as amended on August 20, 2024
|
2.1* |
|
Description of Securities |
3.1**** |
|
Amended Memorandum of Association and Amended and Restated Articles of Association |
4.1* |
|
Audit Committee Charter |
4.2* |
|
Amended Audit Committee Charter |
4.3* |
|
Compensation Committee Charter |
4.4* |
|
Amended Compensation Committee Charter |
8.1*** |
|
List of Subsidiaries |
10.1*** |
|
Employment Agreement between Mr. Lim Chwee Poh and Jurong Barrels |
10.2*** |
|
Employment Agreement between Mr. Liang Zhao Rong and Jurong Barrels |
10.3*** |
|
Form of Directors Agreement |
10.4** |
|
Lease Agreement dated August 1, 2018, as amended between JBD Systems and Liquinex Group Pte Ltd. |
10.5** |
|
Reorganization agreement dated May 30, 2023 |
10.6**** |
|
Purchase and Sale Agreement dated January 12, 2023 |
11.1**** |
|
Code of Ethics of the Registrant |
11.2* |
|
Insider Tracing Policy of JBDI Holdings Limited |
14.1**** |
|
Code of Ethics |
12.1* |
|
Certification of Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
12.2* |
|
Certification of Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
13.1* |
|
Certification of Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
13.2* |
|
Certification of Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
97.1* |
|
Compensation Recovery Policy relating to recovery of erroneously awarded compensation as required by Nasdaq Capital Markets |
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 Definition Linkbase Document |
101.LAM |
|
Inline
XBRL Taxonomy Extension Label Linkbase |
101.PRE |
|
XBRL
Taxonomy Extension Label Linkbase |
104 |
|
Cover
Page Interactive Data File (the cover page iXBRL tags are embedded within the Inline XBRL |
*
Submitted herewith
**
Previously filed with the SEC on Form F-1 on February 22, 2024.
***
Previously filed with the SEC on Form F-1 on February 8, 2024.
****
Previously filed with the SEC on Form F-1 on May 2, 2024.
*****
Previously filed with the SEC on Form F-1 on May 23, 2024.
******
Previously filed with the SEC on Form F-1 on July 3, 2024.
*******
Previously filed with the SEC on Form F-1 on July 16, 2024.
********Previously
filed with the SEC on Form F-1 on August 23, 2024
SIGNATURE
The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this Annual Report on its behalf.
Date: October 18, 2024 |
|
/s/
Mr. Lim Chwee Poh |
|
|
Mr. Lim Chwee Poh |
|
|
Executive Director and Principal Executive Officer |
|
|
|
Date: October 18, 2024 |
|
/s/
Mr. Liang Zhao Rong |
|
|
Mr. Liang Zhao Rong |
|
|
Executive Director and Principal Financial and Accounting
Officer |
|
|
|
Date: October 18, 2024 |
|
/s/
Mr. Han Yee Yen |
|
|
Mr. Han Yee Yen |
|
|
Independent Director |
|
|
|
Date: October 18, 2024 |
|
/s/
Mr. Chan Chin Hoong |
|
|
Mr. Chan Chin Hoong |
|
|
Independent Director |
|
|
|
Date: October 18, 2024 |
|
|
|
|
Mr. Soh Kar Liang |
|
|
Independent Director |
Exhibit
2.1
DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO
SECTION
12 OF THE SECURITIES EXCHANGE ACT OF 1934
The
following description of the ordinary shares and the amended articles of association of JBDI Holdings Limited (the “Company”)
is a summary and does not purport to be complete. This summary is subject to, and qualified in its entirety by reference to, the complete
text of the Company’s Amended and Restated Memorandum of Association and Articles of Association, which are incorporated by reference
as Exhibit 3.1 of the Company’s Registration Statement on Form F-1 filed on May 2, 2024.
As
of May 31, 2024, the Company has the following series of securities registered pursuant to Section 12(b) of the Securities Exchange Act
of 1934, as amended, or the Exchange Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Ordinary
Shares, par value US$0.0005 |
|
JBDI |
|
The
Nasdaq Capital Market LLC |
DESCRIPTION
OF SHARE CAPITAL
We
are an exempted company incorporated with limited liability in the Cayman Islands and our affairs are governed by our Amended and Restated
Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands.
Our
authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value of $0.001 each. On February 7, 2024, for purposes
of recapitalization in anticipation of the initial public offering, the Company’s shareholders passed resolutions to effect a 1:2
share sub-division (a “forward stock split”) and to change the Company’s authorized share capital to $500,000 divided
into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.
The
following are summaries of certain material provisions of our Amended and Restated Memorandum and Articles of Association and the Companies
Act insofar as they relate to the material terms of our Ordinary Shares.
Ordinary
Shares
General
All
of our outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered
form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their Ordinary Shares. We may not issue shares
to bearer.
Dividends
Subject
to the Companies Act and our Amended and Restated Articles of Association, our Company in general meeting may declare dividends in any
currency to be paid to the members but no dividend shall be declared in excess of the amount recommended by our Board. Our dividends
may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our Board determine
is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorized
for this purpose in accordance with the Companies Act. No dividend may be declared and paid unless our Directors determine that, immediately
after the payment, we will be able to pay our debts as they become due in the ordinary course of business and we have funds lawfully
available for such purpose.
Except
in so far as the rights attaching to, or the terms of issue of, any share may otherwise provide:
(i) |
all
dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, although
no amount paid up on a share in advance of calls shall for this purpose be treated as paid up on the share; |
|
|
(ii) |
all
dividends shall be apportioned and paid pro rata in accordance with the amount paid up on the shares during any portion(s) of the
period in respect of which the dividend is paid; and |
(iii) |
our
Board may deduct from any dividend or other monies payable to any member all sums of money (if any) presently payable by him to our
Company on account of calls, instalments or otherwise. Where our Board or our Company in general meeting has resolved that a dividend
should be paid or declared, our Board may resolve: |
(aa) |
that
such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the members
entitled to such dividend will be entitled to elect to receive such dividend (or part thereof) in cash in lieu of such allotment;
or |
(bb) |
that
the members entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu
of the whole or such part of the dividend as our Board may think fit. |
Upon
the recommendation of our Board, our Company may by ordinary resolution in respect of any one particular dividend of our Company determine
that it may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to members
to elect to receive such dividend in cash in lieu of such allotment.
Any
dividend, bonus or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post. Every such
cheque or warrant shall be made payable to the order of the person to whom it is sent and shall be sent at the holder’s or joint
holders’ risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to our Company.
Any one of two or more joint holders may give effectual receipts for any dividends or other monies payable or property distributable
in respect of the shares held by such joint holders.
Whenever
our Board or our Company in general meeting has resolved that a dividend be paid or declared, our Board may further resolve that such
dividend be satisfied wholly or in part by the distribution of specific assets of any kind.
Our
Board may, if it thinks fit, receive from any member willing to advance the same, and either in money or money’s worth, all or
any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or any of the monies
so advanced may pay interest at such rate (if any) not exceeding 20% per annum, as our Board may decide, but a payment in advance of
a call shall not entitle the member to receive any dividend or to exercise any other rights or privileges as a member in respect of the
share or the due portion of the shares upon which payment has been advanced by such member before it is called up.
All
dividends, bonuses or other distributions unclaimed for one year after having been declared may be invested or otherwise used by our
Board for the benefit of our Company until claimed and our Company shall not be constituted a trustee in respect thereof. All dividends,
bonuses or other distributions unclaimed for six years after having been declared may be forfeited by our Board and, upon such forfeiture,
shall revert to our Company.
No
dividend or other monies payable by our Company on or in respect of any share shall bear interest against our Company.
Our
Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants
remain uncashed on two consecutive occasions or after the first occasion on which such a cheque or warrant is returned undelivered.
Voting
Rights
Subject
to any special rights, restrictions or privileges as to voting for the time being attached to any class or classes of shares at any general
meeting: (a) on a poll every member present in person or by proxy or, in the case of a member being a corporation, by our duly authorized
representative shall have one vote for every share which is fully paid or credited as fully paid registered in his name in the register
of members of our Company but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated
for this purpose as paid up on the share; and (b) on a show of hands every member who is present in person (or, in the case of a member
being a corporation, by our duly authorized representative) or by proxy shall have one vote. Where more than one proxy is appointed by
a member which is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)),
each such proxy shall have one vote on a show of hands. On a poll, a member entitled to more than one vote need not use all his votes
or cast all the votes he does use in the same way.
Transfer
of Ordinary Shares
Subject
to the Companies Act and our Amended and Restated Articles of Association, all transfers of shares shall be effected by an instrument
of transfer in the usual or common form or in such other form as our Board may approve and may be under hand or, if the transferor or
transferee is a Clearing House (as defined in the Articles) (or its nominee(s)) or a central depository house (or its nominee(s)), under
hand or by machine imprinted signature, or by such other manner of execution as our Board may approve from time to time.
Execution
of the instrument of transfer shall be by or on behalf of the transferor and the transferee, provided that our Board may dispense with
the execution of the instrument of transfer by the transferor or transferee or accept mechanically executed transfers. The transferor
shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of members of our Company
in respect of that share.
Our
Board may, in our absolute discretion, at any time and from time to time remove any share on the principal register to any branch register
or any share on any branch register to the principal register or any other branch register. Unless our Board otherwise agrees, no shares
on the principal register shall be removed to any branch register nor shall shares on any branch register be removed to the principal
register or any other branch register. All removals and other documents of title shall be lodged for registration and registered, in
the case of shares on any branch register, at the registered office and, in the case of shares on the principal register, at the place
at which the principal register is located.
Our
Board may, in our absolute discretion, decline to register a transfer of any share (not being a fully paid up share) to a person of whom
it does not approve or on which our Company has a lien. It may also decline to register a transfer of any share issued under any share
option scheme upon which a restriction on transfer subsists or a transfer of any share to more than four joint holders. Our Board may
decline to recognize any instrument of transfer unless a certain fee, up to such maximum sum as the Nasdaq Capital Market may determine
to be payable, is paid to our Company, the instrument of transfer is properly stamped (if applicable), is in respect of only one class
of share and is lodged at our registered office or the place at which the principal register is located accompanied by the relevant share
certificate(s) and such other evidence as our Board may reasonably require is provided to show the right of the transferor to make the
transfer (and if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do).
The
registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of the Nasdaq Capital
Market, be suspended at such times and for such periods (not exceeding in the whole thirty days in any year) as our Board may determine.
Fully
paid shares shall be free from any restriction on transfer (except when permitted by the Nasdaq Capital Market) and shall also be free
from all liens.
Procedures
on liquidation
A
resolution that our Company be wound up by the court or be wound up voluntarily shall be a special resolution of our shareholders.
Subject
to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being
attached to any class or classes of shares:
(i) |
if
our Company is wound up, the surplus assets remaining after payment to all creditors shall be divided among the members in proportion
to the capital paid up on the shares held by them respectively; and |
(ii) |
if
our Company is wound up and the surplus assets available for distribution among the members are insufficient to repay the whole of
the paid-up capital, such assets shall be distributed, subject to the rights of any shares which may be issued on special terms and
conditions, so that, as nearly as may be, the losses shall be borne by the members in proportion to the capital paid up on the shares
held by them, respectively. |
If
our Company is wound up (whether the liquidation is voluntary or compelled by the court), the liquidator may, with the sanction of a
special resolution and any other sanction required by the Companies Act, divide among the members in specie or kind the whole or any
part of the assets of our Company, whether the assets consist of property of one kind or different kinds, and the liquidator may, for
such purpose, set such value as he deems fair upon any one or more class or classes of property to be so divided and may determine how
such division shall be carried out as between the members or different classes of members and the members within each class. The liquidator
may, with the like sanction, vest any part of the assets in trustees upon such trusts for the benefit of members as the liquidator thinks
fit, but so that no member shall be compelled to accept any shares or other property upon which there is a liability.
Calls
on Ordinary Shares and Forfeiture of Ordinary Shares
Subject
to these Articles and to the terms of allotment, our Board may, from time to time, make such calls as it thinks fit upon the members
in respect of any monies unpaid on the shares held by them respectively (whether on account of the nominal value of the shares or by
way of premium) and not by the conditions of allotment of such shares made payable at fixed times. A call may be made payable either
in one sum or by instalments. If the sum payable in respect of any call or instalment is not paid on or before the day appointed for
payment thereof, the person or persons from whom the sum is due shall pay interest on the same at such rate not exceeding 20% per annum
as our Board shall fix from the day appointed for payment to the time of actual payment, but our Board may waive payment of such interest
wholly or in part. Our Board may, if it thinks fit, receive from any member willing to advance the same, either in money or money’s
worth, all or any part of the money uncalled and unpaid or instalments payable upon any shares held by him, and in respect of all or
any of the monies so advanced our Company may pay interest at such rate (if any) not exceeding 20% per annum as our Board may decide.
If
a member fails to pay any call or instalment of a call on the day appointed for payment, our Board may, for so long as any part of the
call or instalment remains unpaid, serve not less than 14 days’ notice on the member requiring payment of so much of the call or
instalment as is unpaid, together with any interest which may have accrued and which may still accrue up to the date of actual payment.
The notice shall name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment
required by the notice is to be made, and shall also name the place where payment is to be made. The notice shall also state that, in
the event of non-payment at or before the appointed time, the shares in respect of which the call was made will be liable to be forfeited.
If
the requirements of any such notice are not complied with, any share in respect of which the notice has been given at any time thereafter,
before the payment required by the notice has been made, be forfeited by a resolution of our Board to that effect. Such forfeiture will
include all dividends and bonuses declared in respect of the forfeited share and not actually paid before the forfeiture.
A
person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, nevertheless, remain
liable to pay to our Company all monies which, at the date of forfeiture, were payable by him to our Company in respect of the shares
together with (if our Board shall in our discretion so require) interest thereon from the date of forfeiture until payment at such rate
not exceeding 20% per annum as our Board may prescribe.
Redemption
of Ordinary Shares
Subject
to the Companies Act, our Amended and Restated Articles of Association, and, where applicable, the Nasdaq Capital Market listing rules
or any other law or so far as not prohibited by any law and subject to any rights conferred on the holders of any class of Ordinary Shares,
any power of our Company to purchase or otherwise acquire all or any of its own Ordinary Shares (which expression as used in this Article
includes redeemable Ordinary Shares) be exercisable by our Board in such manner, upon such terms and subject to such conditions as it
thinks fit.
Subject
to the Companies Act, our Amended and Restated Articles of Association, and to any special rights conferred on the holders of any Ordinary
Shares or attaching to any class of Ordinary Shares, Ordinary Shares may be issued on the terms that they may, at the option of our Company
or the holders thereof, be liable to be redeemed on such terms and in such manner, including out of capital, as our Board may deem fit.
Variations
of Rights of Shares
Subject
to the Companies Act and without prejudice to our Amended and Restated Articles of Association, if at any time the share capital of our
Company is divided into different classes of shares, all or any of the special rights attached to any class of shares may (unless otherwise
provided for by the terms of issue of the shares of that class) be varied, modified or abrogated with the sanction of a special resolution
passed at a separate general meeting of the holders of the shares of that class. The provisions of the Articles relating to general meetings
shall mutatis mutandis apply to every such separate general meeting, but so that the necessary quorum (whether at a separate general
meeting or at its adjourned meeting) shall be not less than a person or persons together holding (or, in the case of a member being a
corporation, by our duly authorized representative) or representing by proxy not less than one-third in nominal value of the issued shares
of that class. Every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him, and any
holder of shares of the class present in person or by proxy may demand a poll.
Any
special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights
attaching to the terms of issue of such shares, be deemed to be varied by the creation or issue of further shares ranking pari passu
therewith.
General
Meetings of Shareholders
Our
Company must hold an annual general meeting each fiscal year other than the fiscal year of our Company’s adoption of our Amended
and Restated Articles of Association in accordance with the Amended and Restated Articles of Association.
Extraordinary
general meetings may be convened on the requisition of one or more members holding, at the date of deposit of the requisition, not less
than one tenth of the paid up capital of our Company having the right of voting at general meetings. Such requisition shall be made in
writing to our Board or the secretary of our Company for the purpose of requiring an extraordinary general meeting to be called by our
Board for the transaction of any business specified in such requisition. Such meeting shall be held within two months after the deposit
of such requisition. If within 21 days of such deposit, our Board fails to proceed to convene such meeting, the requisitionist(s) himself
(themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of
our Board shall be reimbursed to the requisitionist(s) by our Company.
Every
general meeting of our Company shall be called by at least 10 clear days’ notice in writing. The notice shall be exclusive of the
day on which it is served or deemed to be served and of the day for which it is given, and must specify the time, place and agenda of
the meeting and particulars of the resolution(s) to be considered at that meeting and the general nature of that business.
Although
a meeting of our Company may be called by shorter notice than as specified above, such meeting may be deemed to have been duly called
if it is so agreed:
(i) |
in
the case of an annual general meeting, by all members of our Company entitled to attend and vote thereat; and |
(ii) |
in
the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting holding not
less than 95% of the total voting rights at the meetings of all our shareholders. |
All
business transacted at an extraordinary general meeting shall be deemed special business. All business shall also be deemed special business
where it is transacted at an annual general meeting, with the exception of the election of Directors which shall be deemed ordinary business.
No
business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present
when the meeting proceeds to business, and continues to be present until the conclusion of the meeting.
The
quorum for a general meeting shall be two members entitled to vote and present in person (or in the case of a member being a corporation,
by our duly authorized representative) or by proxy representing not less than one-third (1/3) in nominal value of the total issued voting
shares in our Company throughout the meeting.
Inspection
of Books and Records
Our
shareholders have no general right to inspect or obtain copies of the register of members or corporate records of our company. They will,
however, have such rights as may be set out in our Amended and Restated Articles of Association.
Changes
in Capital
Subject
to the Companies Act, our shareholders may, by ordinary resolution:
(a) |
increase
our share capital by new shares of the amount fixed by that ordinary resolution and with the attached rights, priorities and privileges
set out in that ordinary resolution; |
(b) |
consolidate
and divide all or any of our share capital into shares of larger amount than our existing shares; |
(c) |
sub-divide
our shares or any of them into our shares of smaller amount than is fixed by our Company’s Amended and Restated Memorandum
and Articles of Association, so, however, that in the subdivision the proportion between the amount paid and the amount, if any,
unpaid on each reduced our shares shall be the same as it was in case of the share from which the reduced our shares is derived; |
(d) |
cancel
any shares which, at the date of the passing of that ordinary resolution, have not been taken or agreed to be taken by any person
and diminish the amount of our share capital by the amount of the shares so cancelled; and |
(e) |
convert
all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination. |
Subject
to the Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, our shareholders
may, by special resolution, reduce our share capital or any capital redemption reserve in any way.
Exhibit
4.1
AUDIT
COMMITTEE CHARTER
OF
JBDI
HOLDINGS LIMITED
The
purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of JBDI
Holdings Limited (the “Company”) is to assist the Board in monitoring: (1) the integrity of the annual, semi-annual,
quarterly (if the Company should elect to release quarterly information), and other financial statements of the Company, (2) the
independent auditor’s qualifications and independence, (3) the performance of the Company’s independent auditor, and (4)
the compliance by the Company with legal and regulatory requirements. The Audit Committee also shall review and approve all
related-party transactions.
The
Audit Committee shall prepare any reports required by the rules of the Securities and Exchange Commission (“Commission”).
The
Audit Committee shall consist of no fewer than three members of the Board, absent a temporary vacancy. The Audit Committee shall meet
the “Audit Committee Requirements” of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules and regulations of the Commission, and if applicable the requirements of the Nasdaq Stock Market or the applicable stock
market upon which its securities are traded.
The
members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be
a Chairperson of the Audit Committee which shall also be appointed by the Board. The Chairperson of the Audit Committee shall be a member
of the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. The Chairperson shall advise and counsel
with the executives of the Company and shall perform such other duties as may from time to time be assigned to the Chairperson by the
Audit Committee or the Board of Directors.
The
Audit Committee shall meet as often as it determines, but not less frequently than the time periods that the Company releases financial
information to the public or files such information with the United States Securities and Exchange Commission. The Audit Committee shall
meet periodically with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer
or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or
to meet with any members of, or consultants to, the Audit Committee.
IV. | COMMITTEE
AUTHORITY AND RESPONSIBILITIES |
The
Audit Committee shall have the sole authority to appoint or replace the independent auditor. The Audit Committee shall be directly responsible
for determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between
management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related
work. The independent auditor shall report directly to the Audit Committee.
The
Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent
auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and
delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority
to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals
shall be presented to the full Audit Committee at its next scheduled meeting.
The
Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting,
or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of
compensation to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors
employed by the Audit Committee.
The
Audit Committee shall:
Financial
Statement and Disclosure Matters
| 1. | Meet
with the independent auditor prior to the audit to review the scope, planning, and staffing
of the audit. |
| 2. | Review
and discuss with management and the independent auditor the annual audit report, the financial
statements and related notes and the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” proposed to be included in the Company’s
Annual Report on Form 20-F, and recommend to the Board whether the audited financial statements
and related notes and the “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” should be included in the Company’s Annual
Report on Form 20-F (or the annual report to shareholders if distributed prior to the filing
of the Form 20-F). |
| 3. | Review
and discuss with management and the independent auditor the Company’s interim financial
statements prior to the release of any such financial statements or information to the public
or the filing of such financial information with the United States Securities and Exchange
Commission under cover of Form 6-K, including the results of the independent auditor’s
review of such interim financial statements (if such a review has been obtained). |
| 4. | Discuss
with management and the independent auditor, as appropriate, significant financial reporting
issues and judgments made in connection with the preparation of the Company’s financial
statements, including: |
(a) any
significant changes in the Company’s selection or application of accounting principles;
(b) the Company’s critical accounting policies and practices;
(c) all
alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the use
of such alternative accounting principles;
(d) any
major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies;
and
(e) any
material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted
differences.
| 5. | Discuss
with management and independent auditor and, prior to issuance, review and approve the Company’s
earnings releases, including the use of “pro forma” or “adjusted”
non-GAAP information, and any financial information and earnings guidance to be included
in such releases and provided to analysts and rating agencies. Such discussion may be general
and include the types of information to be disclosed and the types of presentations to be
made. |
| 6. | Discuss
with management and the independent auditor the effect on the Company’s financial statements
of (i) regulatory and accounting initiatives and (ii) off-balance sheet structures. |
| 7. | Review
and discuss with management and the independent auditor the Company’s major financial
risk exposures and the steps management has taken to monitor and control such exposures,
including the Company’s risk assessment and risk management policies. |
| 8. | Discuss
with the independent auditor the matters required to be discussed by Statement on Auditing
Standards No. 61 relating to the conduct of the audit, including any difficulties encountered
in the course of the audit work, any restrictions on the scope of activities or access to
requested information, and any significant disagreements with management. |
| 9. | Review
disclosures made to the Audit Committee by the Company’s Chief Executive Officer and
Chief Financial Officer (or individuals performing similar functions) during their certification
process for the Form 20-F about any significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting and any fraud involving
management or other employees who have a significant role in the Company’s internal
control over financial reporting. |
Oversight
of the Company’s Relationship with the Independent Auditor
| 10. | At
least annually, obtain and review a report from the independent auditor, consistent with
the rules of the Public Company Accounting Oversight Board, regarding (a) the independent
auditor’s internal quality-control procedures, (b) any material issues raised by the
most recent internal quality-control review, or peer review, of the firm, or by any inquiry
or investigation by governmental or professional authorities within the preceding five years
respecting one or more independent audits carried out by the firm, (c) any steps taken to
deal with any such issues and (d) all relationships between the independent auditor and the
Company. Evaluate the qualifications, performance, and independence of the independent auditor,
including whether the auditor’s quality controls are adequate and the provision of
permitted non-audit services is compatible with maintaining the auditor’s independence,
and taking into account the opinions of management and the internal auditor. The Audit Committee
shall present its conclusions with respect to the independent auditor to the Board. |
| 11. | Verify
the rotation of the lead (or coordinating) audit partner having primary responsibility for
the audit and the audit partner responsible for reviewing the audit as required by law. Consider
whether, in order to assure continuing auditor independence, it is appropriate to adopt a
policy of rotating the independent auditing firm on a regular basis. |
| 12. | Oversee
the Company’s hiring of employees or former employees of the independent auditor who
participated in any capacity in the audit of the Company. |
| 13. | Be
available to the independent auditor during the year for consultation purposes. |
Compliance
Oversight Responsibilities
| 14. | Obtain
assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been
implicated. |
| 15. | Review
and approve all related-party transactions. |
| 16. | Inquire
and discuss with management the Company’s compliance with applicable laws and regulations
and with the Company’s Code of Ethics in effect at such time, if any, and, where applicable,
recommend policies and procedures for future compliance. |
| 17. | Establish
procedures (which may be incorporated in the Company’s Code of Ethics, in effect at
such time, if any) for the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or reports which raise material
issues regarding the Company’s financial statements or accounting policies. Review
requests for waivers under the Code of Ethics sought with respect to any executive officer
or director. Review annually with the Chairperson of the Board or outside counsel, as appropriate,
the scope, implementation and effectiveness of the ethics and compliance program, and any
significant deviations by officers and employees from the Code of Ethics or other compliance
policies, and other matters pertaining to the integrity of management. |
| 18. | Discuss
with management and the independent auditor any correspondence with regulators or governmental
agencies and any published reports that raise material issues regarding the Company’s
financial statements or accounting policies. |
| 19. | Discuss
with the Company’s SEC counsel legal matters that may have a material impact on the
financial statements or the Company’s compliance policies. |
| 20. | Review
and approve all payments made to the Company’s officers and directors or its or their
affiliates. Any payments made to members of the Audit Committee will be reviewed and approved
by the Board, with the interested director or directors abstaining from such review and approval. |
V. | LIMITATION
OF AUDIT COMMITTEE’S ROLE |
While
the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan
or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management
and the independent auditor.
Exhibit
4.2
AMENDED
AND RESTATED
AUDIT
COMMITTEE CHARTER OF
JBDI
HOLDINGS LIMITED
The
purpose of the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of JBDI Holdings
Limited (the “Company”) is to assist the Board in monitoring: (1) the integrity of the annual, semi-annual, quarterly (if
the Company should elect to release quarterly information), and other financial statements of the Company, (2) the independent auditor’s
qualifications and independence, (3) the performance of the Company’s independent auditor, and (4) the compliance by the Company
with legal and regulatory requirements. The Audit Committee also shall review and approve all related-party transactions.
This
Amended and Restated Audit Committee Charter (the “Charter”) was revised and adopted by the Board of the Company on October
1, 2024, to comply with the disclosure requirements under newly enacted Item 16(K) of Form 20-F, which requires the Company to create,
establish and implement cybersecurity practices, including creation of a risk assessment program (the “Cybersecurity Policy”)
describing: (i) processes for managing current or previous or potential future material cybersecurity risks and threats; (ii) the Board
of Directors’ and the Audit Committee’s role in the oversight and analysis of the risks from cybersecurity threats; (iii)
identification of the Company’s Chief Financial Offer as the person to be responsible for managing material risks from cybersecurity
threats and developing and implementing such processes as shall be integrated into the Company’s overall risk management system
The
Audit Committee shall prepare any reports required by the rules of the Securities and Exchange Commission (“Commission”).
II. |
COMMITTEE
MEMBERSHIPS |
The
Audit Committee shall consist of no fewer than three members of the Board, absent a temporary vacancy. The Audit Committee shall meet
the “Audit Committee Requirements” of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules and regulations of the Commission, and if applicable the requirements of the Nasdaq Stock Market or the applicable stock
market upon which its securities are traded.
The
members of the Audit Committee shall be appointed by the Board. Audit Committee members may be replaced by the Board. There shall be
a Chairperson of the Audit Committee which shall also be appointed by the Board. The Chairperson of the Audit Committee shall be a member
of the Audit Committee and, if present, shall preside at each meeting of the Audit Committee. The Chairperson shall advise and counsel
with the executives of the Company and shall perform such other duties as may from time to time be assigned to the Chairperson by the
Audit Committee or the Board of Directors.
The
Audit Committee shall meet as often as it determines, but not less frequently than the time periods that the Company releases financial
information to the public or files such information with the United States Securities and Exchange Commission. The Audit Committee shall
meet periodically with management and the independent auditor in separate executive sessions. The Audit Committee may request any officer
or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Audit Committee or
to meet with any members of, or consultants to, the Audit Committee.
IV. |
COMMITTEE
AUTHORITY AND RESPONSIBILITIES |
Appoint
or replace the independent auditor. The Audit Committee shall be directly responsible for determining the compensation and oversight
of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding
financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditor shall report directly
to the Audit Committee.
The
Audit Committee shall pre-approve all auditing services and permitted non-audit services to be performed for the Company by its independent
auditor, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B)
of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). The Audit Committee may form and
delegate authority to subcommittees of the Audit Committee consisting of one or more members when appropriate, including the authority
to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals
shall be presented to the full Audit Committee at its next scheduled meeting.
The
Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting, or
other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation
to (i) the independent auditor for the purpose of rendering or issuing an audit report and (ii) any advisors employed by the Audit Committee.
The
Audit Committee shall:
Financial
Statement and Disclosure Matters
|
1. |
Meet
with the independent auditor prior to the audit to review the scope, planning, and staffing of the audit. |
|
2. |
Review
and discuss with management and the independent auditor the annual audit report, the financial statements and related notes and the
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” proposed to be included
in the Company’s Annual Report on Form 20-F, and recommend to the Board whether the audited financial statements and related
notes and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be
included in the Company’s Annual Report on Form 20-F (or the annual report to shareholders if distributed prior to the filing
of the Form 20-F). |
|
|
|
|
3. |
Review
and discuss with management and the independent auditor the Company’s interim financial statements prior to the release of
any such financial statements or information to the public or the filing of such financial information with the United States Securities
and Exchange Commission under cover of Form 6-K, including the results of the independent auditor’s review of such interim
financial statements (if such a review has been obtained). |
|
|
|
|
4. |
Discuss
with management and the independent auditor, as appropriate, significant financial reporting issues and judgments made in connection
with the preparation of the Company’s financial statements, including: |
(a) any significant changes in the Company’s selection or application of accounting principles;
(b) the Company’s critical accounting policies and practices;
(c)
all alternative treatments of financial information within GAAP that have been discussed with management and the ramifications of the
use of such alternative accounting principles;
(d) any major issues as to the adequacy of the Company’s internal controls and any special steps adopted in light of material control deficiencies; and
(e)
any material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted
differences.
|
5. |
Discuss
with management and independent auditor and, prior to issuance, review and approve the Company’s earnings releases, including
the use of “pro forma” or “adjusted” non-GAAP information, and any financial information and earnings guidance
to be included in such releases and provided to analysts and rating agencies. Such discussion may be general and include the types
of information to be disclosed and the types of presentations to be made. |
|
|
|
|
6. |
Discuss
with management and the independent auditor the effect on the Company’s financial statements of (i) regulatory and accounting
initiatives and (ii) off-balance sheet structures. |
|
|
|
|
7. |
Review
and discuss with management and the independent auditor the Company’s major financial risk exposures and the steps management
has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. |
|
|
|
|
8. |
Discuss
with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct
of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities
or access to requested information, and any significant disagreements with management. |
|
9. |
Review
disclosures made to the Audit Committee by the Company’s Chief Executive Officer and Chief Financial Officer (or individuals
performing similar functions) during their certification process for the Form 20-F about any significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting and any fraud involving management or other employees
who have a significant role in the Company’s internal control over financial reporting. |
Cybersecurity
Oversight Responsibility
|
10. |
The
Committee shall have the following authority and responsibilities relating to its cybersecurity oversight responsibilities: |
To
review cybersecurity risk as part of the Company’s overall risk-management program and liaise with management to ensure that cybersecurity
risk management remains a meaningful priority in the Company’s business strategy and operations.
To
establish and maintain strategy in which our business could be materially impacted by cybersecurity risks, including:
|
1. |
Identification:
Proactively identify the manners in which our business could be materially impacted by cybersecurity risks including: |
|
(a) |
Cybersecurity
Incidents – an unauthorized occurrence on or conducted through its information system that jeopardizes the confidentiality,
integrity, or availability of its information systems or any information residing therein. |
|
|
|
|
(b) |
Cybersecurity
Threats – any potential occurrence that may result in an unauthorized effort to adversely affect the confidentiality, integrity,
or availability of its information systems or any information residing therein. |
|
2. |
Assessment:
Periodically assess our risks relating to cybersecurity threats, including risks relating to our reliance on third parties, considering
the likelihood and impact that could result from the manifesting of such risks, together with the sufficiency of existing policies,
procedures, systems, and safeguards in place to manage such risks, including evaluating and if available obtaining cyber liability
insurance, and aligning such cyber-risk management policies with the Company’s business needs by integrating cyber-risk analysis
into significant business decisions. |
|
|
|
|
3. |
Management:
Determine and implement reasonable safeguards to address any identified gaps in our existing processes and procedures, including
annual cybersecurity awareness training emphasizing the use of strong passwords on all systems and aligning cyber-risk management
policies with the Company’s needs by integrating cyber-risk analysis into significant business decisions and ensuring that
the Company’s organization structure supports such cybersecurity goals. |
|
|
|
|
4. |
Evaluation:
If a cybersecurity breach occurs, the Audit Committee will determine whether the Incident or Threat is “material” (.i.e.
is there a substantial likelihood that a reasonable shareholder would consider it important in making an investment decisions or
if it would have significantly altered the “total mix” of information made available?), assessing among other factors
potential or actual financial impacts, reputational damage, and operational disruptions. |
|
5. |
Report:
Establish and monitor an incident response approach requiring our Chief Financial officer to report to us, the full Board of Directors
and legal counsel any cybersecurity concerns or events. |
|
|
|
|
6. |
Disclosure:
To ensure compliance with SEC requirements and maintain overall stakeholder confidence in the Company, all material and known facts
regarding the cybersecurity breach will be recorded, including their nature, scope, and financial implications; and a Form 6-K will
be prepared and filed within four (4) business days after the determination that a “material” cybersecurity incident
has occurred. |
To
engage third parties to assist with evaluating the effectiveness of our risk-management and cybersecurity practices.
Oversight
of the Company’s Relationship with the Independent Auditor
|
11. |
At
least annually, obtain and review a report from the independent auditor, consistent with the rules of the Public Company Accounting
Oversight Board, regarding (a) the independent auditor’s internal quality-control procedures, (b) any material issues raised
by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental
or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c)
any steps taken to deal with any such issues and (d) all relationships between the independent auditor and the Company. Evaluate
the qualifications, performance, and independence of the independent auditor, including whether the auditor’s quality controls
are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and
taking into account the opinions of management and the internal auditor. The Audit Committee shall present its conclusions with respect
to the independent auditor to the Board. |
|
|
|
|
12. |
Verify
the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order to assure continuing auditor independence, it is appropriate
to adopt a policy of rotating the independent auditing firm on a regular basis. |
|
|
|
|
13. |
Oversee
the Company’s hiring of employees or former employees of the independent auditor who participated in any capacity in the audit
of the Company. |
|
|
|
|
14. |
Be
available to the independent auditor during the year for consultation purposes. |
Compliance
Oversight Responsibilities
|
15. |
Obtain
assurance from the independent auditor that Section 10A(b) of the Exchange Act has not been implicated. |
|
|
|
|
16. |
Review
and approve all related-party transactions. |
|
|
|
|
17. |
Inquire
and discuss with management the Company’s compliance with applicable laws and regulations and with the Company’s Code
of Ethics in effect at such time, if any, and, where applicable, recommend policies and procedures for future compliance. |
|
18. |
Establish
procedures (which may be incorporated in the Company’s Code of Ethics, in effect at such time, if any) for the receipt, retention
and treatment of complaints received by the Company regarding accounting, internal accounting controls or reports which raise material
issues regarding the Company’s financial statements or accounting policies. Review requests for waivers under the Code of Ethics
sought with respect to any executive officer or director. Review annually with the Chairperson of the Board or outside counsel, as
appropriate, the scope, implementation and effectiveness of the ethics and compliance program, and any significant deviations by
officers and employees from the Code of Ethics or other compliance policies, and other matters pertaining to the integrity of management. |
|
|
|
|
19. |
Discuss
with management and the independent auditor any correspondence with regulators or governmental agencies and any published reports
that raise material issues regarding the Company’s financial statements or accounting policies. |
|
|
|
|
20. |
Discuss
with the Company’s SEC counsel legal matters that may have a material impact on the financial statements or the Company’s
compliance policies. |
|
|
|
|
21. |
Review
and approve all payments made to the Company’s officers and directors or its or their affiliates. Any payments made to members
of the Audit Committee will be reviewed and approved by the Board, with the interested director or directors abstaining from such
review and approval. |
V. |
LIMITATION
OF AUDIT COMMITTEE’S ROLE |
While
the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan
or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management
and the independent auditor.
Exhibit
4.3
COMPENSATION
COMMITTEE CHARTER OF
JBDI
HOLDINGS LIMITED
The
Compensation Committee of the Board of Directors (“the Board”) of JBDI Holdings Limited (the “Company”) is established
pursuant to this charter. The purpose of the Compensation Committee is to review and make recommendations to the Board regarding all
forms of compensation to be provided to the executive officers and directors of the Company including stock compensation and loans, and
all bonus and stock compensation to all employees.
The
Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority
to undertake such other specific duties as the Board may from time to time prescribe.
II. | COMMITTEE
MEMBERSHIPS: |
The
Compensation Committee shall consist of at least two (2) members of the Board, all of whom shall be independent directors in accordance
with Rule 5605 (d) of the NASDAQ Listing Rules. The members of the Compensation Committee will be appointed by a majority of the Board.
No member of the Compensation Committee shall be removed except by a majority vote of the independent directors then in office.
The
responsibilities and duties of the Compensation Committee shall include:
1. |
To
review and approve annually the corporate goals and objectives applicable to the compensation
of the chief executive officer (“CEO”), evaluate at least annually the CEO’s
performance in light of those goals and objectives, and determine and approve the CEO’s
compensation level based on this evaluation. In determining the long-term incentive component
of CEO compensation, the Compensation Committee may consider the Company’s performance
and relative stockholder return, the value of similar incentive awards given to CEOs at comparable
companies and the awards given to the Company’s CEO in past years. |
2. |
Matters
Related to Compensation of the Officers Other Than the Chief Executive Officer: |
|
a. |
Review
and approve the proposed compensation for all Officers of the Company other than the CEO;
for purposes hereof, the term “Officer” shall mean any officer at C-level, and
any individual that reports directly to the CEO. |
|
b. |
Review
no less frequently than annually the aggregate amount of compensation being paid or potentially
payable to the Company’s Officers. |
|
c. |
Reviewing
and making recommendations to the Board regarding the compensation policy for executive officers
and directors of the Company, and such other officers of the Company as directed by the Board. |
3. |
Reviewing
and making recommendations to the Board regarding all forms of compensation to be provided
to the executive officers of the Company. |
4. |
Reviewing
and making recommendations to the Board regarding general compensation goals and guidelines
for the Company’s employees and the criteria by which bonuses to the Company’s
employees are determined. |
5. |
Acting
as Administrator of any stock option plan and administering, within the authority delegated
by the Board, any Employee Stock Purchase Plan adopted by the Company. In its administration
of the plans, the Compensation Committee may, pursuant to authority delegated by the Board,
grant stock options or stock purchase rights to individuals eligible for such grants and
amend such stock options or stock purchase rights. The Compensation Committee shall also
make recommendations to the Board with respect to amendments to the plans and changes in
the number of shares reserved for issuance hereunder. |
6. |
Review
and approve grants and awards under incentive-based compensation plans and equity-based plans,
in each case consistent with the terms of such plans. |
7. |
Review
and make such recommendations to the Board as the Compensation Committee deems advisable
with regard to policies and procedures for the grant of equity-based awards by the Company. |
8. |
Reviewing
and making recommendations to the Board regarding other plans that are proposed for adoption
or adopted by the Company for the provision of compensation to employees of, directors of
and consultants to the Company. |
9. |
Reflecting
either in the Minutes of the Committee’s deliberation or a report to the Board the
following: (a) the criteria on which compensation paid to the Chief Executive Officer for
the last completed fiscal year is based; (b) the relationship of such compensation to the
Company’s performance; and (c) the Compensation Committee’s executive compensation
policies applicable to executive officers. |
10. |
Authorizing
the repurchase of shares from terminated employees pursuant to applicable law. |
It
is anticipated that the Compensation Committee will meet at least two times each year. However, the Compensation Committee may establish
its own schedule, which it will provide to the Board in advance. At a minimum of one of such meetings annually, the Compensation Committee
will consider stock plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package.
The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings
of the Board.
The
Compensation Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate.
The
Compensation Committee may invite such members of management to its meetings as it deems appropriate. However, the Compensation Committee
shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings
at which their compensation or performance is discussed or determined.
The
Compensation Committee will provide written reports to the Board of the Company regarding recommendations of the Compensation Committee
submitted to the Board for action, and copies of the written minutes of its meetings.
Review
and discuss with management the disclosures concerning “Executive Compensation” to be included in the Company’s annual
report on Form 20-F (“CD&A”) under the rules and regulations of the Securities and Exchange Commission for Foreign Private
Issuers and the Nasdaq Stock Market.
VI. | EVALUATION
OF COMMITTEE PERFORMANCE: |
The
Compensation Committee shall on an annual basis, evaluate its performance under this Charter. The Compensation Committee shall address
all matters that the Board of Directors considers relevant to its performance. The Compensation Committee shall deliver a report setting
forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Board’s
or the Company’s policies or procedures.
The
Compensation Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting, and
other advisors. The Compensation Committee shall have sole authority to retain and terminate any compensation consultant to be used to
evaluate director or officer compensation, including sole authority to approve the consulting firm’s fee and retention terms.
Exhibit
4.4
AMENDED
AND RESTATED
COMPENSATION
COMMITTEE CHARTER
OF
JBDI
HOLDINGS LIMITED
I.
PURPOSE
The
Compensation Committee of the Board of Directors (“the Board”) of JBDI Holdings Limited (the “Company”) is established
pursuant to this charter. The purpose of the Compensation Committee is to review and make recommendations to the Board regarding all
forms of compensation to be provided to the executive officers and directors of the Company including stock compensation and loans, and
all bonus and stock compensation to all employees.
The
Compensation Committee has the authority to undertake the specific duties and responsibilities listed below and will have the authority
to undertake such other specific duties as the Board may from time to time prescribe.
II.
COMMITTEE MEMBERSHIPS:
The
Compensation Committee shall consist of at least two (2) members of the Board, all of whom shall be independent directors in accordance
with Rule 5605 (d) of the NASDAQ Listing Rules. The members of the Compensation Committee will be appointed by a majority of the Board.
No member of the Compensation Committee shall be removed except by a majority vote of the independent directors then in office.
III.
RESPONSIBILITIES:
The
responsibilities and duties of the Compensation Committee shall include:
1. |
To
review and approve annually the corporate goals and objectives applicable to the compensation of the chief executive officer (“CEO”),
evaluate at least annually the CEO’s performance in light of those goals and objectives, and determine and approve the CEO’s
compensation level based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation
Committee may consider the Company’s performance and relative stockholder return, the value of similar incentive awards given
to CEOs at comparable companies and the awards given to the Company’s CEO in past years. |
2. |
Matters
Related to Compensation of the Officers Other Than the Chief Executive Officer: |
|
a. |
Review
and approve the proposed compensation for all Officers of the Company other than the CEO; for purposes hereof, the term “Officer”
shall mean any officer at C-level, and any individual that reports directly to the CEO. |
|
b. |
Review
no less frequently than annually the aggregate amount of compensation being paid or potentially payable to the Company’s Officers. |
|
c. |
Reviewing
and making recommendations to the Board regarding the compensation policy for executive officers and directors of the Company, and
such other officers of the Company as directed by the Board. |
3. |
Reviewing
and making recommendations to the Board regarding all forms of compensation to be provided to the executive officers of the Company. |
4. |
Reviewing
and making recommendations to the Board regarding general compensation goals and guidelines for the Company’s employees and
the criteria by which bonuses to the Company’s employees are determined. |
5. |
To
prepare a report (to be included in the Company’s annual report on Form 20-F) which describes: (a) the criteria on which compensation
paid to the Chief Executive Officer for the last completed fiscal year is based; (b) the relationship of such compensation to the
Company’s performance; (c) the Compensation Committee’s executive compensation policies applicable to executive officers;
and (d) any disclosure required under the Compensation Recovery Policy if implemented, including any disclosure required under federal
securities laws and the rules promulgated by the Securities and Exchange Commission 5. |
6. |
Acting
as Administrator of any stock option plan and administering, within the authority delegated by the Board, any Employee Stock Purchase
Plan adopted by the Company. In its administration of the plans, the Compensation Committee may, pursuant to authority delegated
by the Board, grant stock options or stock purchase rights to individuals eligible for such grants and amend such stock options or
stock purchase rights. The Compensation Committee shall also make recommendations to the Board with respect to amendments to the
plans and changes in the number of shares reserved for issuance hereunder. |
7. |
Review
and approve grants and awards under incentive-based compensation plans and equity- based plans, in each case consistent with the
terms of such plans. |
8. |
Review
and make such recommendations to the Board as the Compensation Committee deems advisable with regard to policies and procedures for
the grant of equity-based awards by the Company. |
9. |
Reviewing
and making recommendations to the Board regarding other plans that are proposed for adoption or adopted by the Company for the provision
of compensation to employees of, directors of and consultants to the Company. |
10. |
Reflecting
either in the Minutes of the Committee’s deliberation or a report to the Board the following: (a) the criteria on which compensation
paid to the Chief Executive Officer for the last completed fiscal year is based; (b) the relationship of such compensation to the
Company’s performance; and (c) the Compensation Committee’s executive compensation policies applicable to executive officers. |
11. |
Authorizing
the repurchase of shares from terminated employees pursuant to applicable law. |
12. |
In
the event of a restatement of the Company’s statements and in accordance with the provisions of the Company’s Compensation
Recovery Policy, a copy of which is attached hereto as Exhibit A,: (i) to review and determine such executive officers who served
at any time during the performance period for the incentive-based compensation; (ii) to determine the relevant recovery period; (iii)
to determine the amount of incentive-based compensation that must be subject to the Company’s Compensation Recovery Policy
and establish procedures for recovery; and (iv) to maintain documentation of the above-referenced determinations |
IV.
MEETINGS:
It
is anticipated that the Compensation Committee will meet at least two times each year. However, the Compensation Committee may establish
its own schedule, which it will provide to the Board in advance. At a minimum of one of such meetings annually, the Compensation Committee
will consider stock plans, performance goals and incentive awards, and the overall coverage and composition of the compensation package.
The Compensation Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings
of the Board.
The
Compensation Committee shall report regularly to the Board regarding its actions and make recommendations to the Board as appropriate.
The
Compensation Committee may invite such members of management to its meetings as it deems appropriate. However, the Compensation Committee
shall meet regularly without such members present, and in all cases the CEO and any other such officers shall not be present at meetings
at which their compensation or performance is discussed or determined.
V.
REPORTS:
The
Compensation Committee will provide written reports to the Board of the Company regarding recommendations of the Compensation Committee
submitted to the Board for action, including any actions taken pursuant to the Compensation Recovery Policy, and copies of the written
minutes of its meetings.
Review
and discuss with management the disclosures concerning “Executive Compensation” to be included in the Company’s annual
report on Form 20-F (“CD&A”) under the rules and regulations of the Securities and Exchange Commission for Foreign Private
Issuers and the Nasdaq Stock Market.
Review
and discuss with management the Compensation Discussion and Analysis to be included in the Company’s annual report on Form 20-F
(“CD&A”).
Based
on the Compensation Committee’s review and discussions with management of the CD&A, make a recommendation to the Board that
the CD&A be included in the Company’s annual report on Form 20-F.
Prepare
the Compensation Committee Report to be included in the Company’s annual report on Form 20-F in accordance with any applicable
rules and regulations of the Securities and Exchange Commission, any securities exchange on which the Company’s securities are
traded, and any other rules and regulations applicable to the Company.
VI.
EVALUATION OF COMMITTEE PERFORMANCE:
The
Compensation Committee shall on an annual basis, evaluate its performance under this Charter. The Compensation Committee shall address
all matters that the Board of Directors considers relevant to its performance. The Compensation Committee shall deliver a report setting
forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Board’s
or the Company’s policies or procedures.
VII.
COMMITTEE RESOURCES:
The
Compensation Committee shall have the authority to obtain advice and seek assistance from internal and external legal, accounting, and
other advisors. The Compensation Committee shall have sole authority to retain and terminate any compensation consultant to be used to
evaluate director or officer compensation, including sole authority to approve the consulting firm’s fee and retention terms.
Exhibit
11.2
JBDI
HOLDINGS LIMITED
CYBERSECURITY
POLICY
Effective
as of October 1, 2024
The
Board of Directors (the “Board”) of JBDI Holdings Limited (the “Company”) believes that it is in the best interests
of the Company and its shareholders to adopt this Cybersecurity Policy (the “Policy”) to ensure that cybersecurity risk management
remains a meaningful priority in our business strategy and operations. This Policy is designed to comply with and shall be interpreted
to ensure compliance Item 16(K) of Form 20F to allow our shareholders and investors to ascertain our cybersecurity practices with sufficient
detail to understand our cybersecurity risk profile.
Except
as specifically set forth herein, this Policy shall be administered by the Board or, if so designated by the Board, a committee thereof
(the Board or such committee charged with administration of this Policy, the “Administrator”). The Administrator is authorized
to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this
Policy. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with
respect to each individual covered by the Policy. In the administration of this Policy, the Administrator is authorized and directed
to consult with the full Board, or such other committees of the Board as may be necessary or appropriate as to matters within the scope
of such other committee’s responsibility and authority. Subject to any limitation at applicable law, the Administrator may authorize
and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and
intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
2. | Cybersecurity
Oversight Responsibility |
| a. | Establish
and maintain a management strategy for cybersecurity which includes: |
| 1. | Identification:
Proactively identify the manners in which our business could be materially impacted by cybersecurity
risks, including: |
| 1. | Cybersecurity
Incidents – an unauthorized occurrence on or conducted through its information system
that jeopardizes the confidentiality, integrity, or availability of its information systems
or any information residing therein |
| 2. | Cybersecurity
Threats – any potential occurrence that may result in an unauthorized effort to adversely
affect the confidentiality, integrity, or availability of its information systems or any
information residing therein. |
| 2. | Assessment:
Periodically assess our risks relating to cybersecurity threats, including risks relating
to our reliance on third parties, considering the likelihood and impact that could result
from the manifesting of such risks, together with the sufficiency of existing policies, procedures,
systems, and safeguards in place to manage such risks, including evaluating and if available
obtaining cyber liability insurance, and aligning such cyber-risk management policies with
the Company’s business needs by integrating cyber-risk analysis into significant business
decisions. |
| | |
| 3. | Management:
Determine and implement reasonable safeguards to address any identified gaps in our existing
processes and procedures, including annual cybersecurity awareness training emphasizing the
use of strong passwords on all systems and aligning cyber-risk management policies with the
Company’s needs by integrating cyber-risk analysis into significant business decisions
and ensuring that the Company’s organization structure supports such cybersecurity
goals. |
| | |
| 4. | Evaluation:
If a cybersecurity breach occurs, the Audit Committee will determine whether the Incident
or Threat is “material” (.i.e. is there a substantial likelihood that a reasonable
shareholder would consider it important in making an investment decisions or if it would
have significantly altered the “total mix” of information made available?), assessing
among other factors potential or actual financial impacts, reputational damage, and operational
disruptions. |
| | |
| 5. | Report:
Establish and monitor an incident response approach requiring our Chief Financial officer
to report to us, the full Board of Directors and legal counsel any cybersecurity concerns
or events. |
| | |
| 6. | Disclosure:
To ensure compliance with SEC requirements and maintain overall stakeholder confidence in
the Company, all material and known facts regarding the cybersecurity breach will be recorded,
including their nature, scope, and financial implications, and a Form 6-K will be prepared
and filed within four (4) business days after the determination that a “material”
cybersecurity incident has occurred. |
| b. | Engage
third parties to assist with evaluating the effectiveness of our risk-management and cybersecurity
practices. |
3. | Effective
Date; Retroactive Application |
This
Policy shall be effective as of October 1, 2024 (the “Effective Date”).
The
Board may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in its discretion,
and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities
exchange on which the Company’s securities are listed.
5. | Exhibit
Filing Requirement |
A
copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s
annual report on Form 20-F
Exhibit
12.1
CERTIFICATION
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Lim Chwee Poh, certify that:
1.
I have reviewed this annual report on Form 20-F of JBDI Holdings Limited (the “Company”);
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented
in this annual report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and
have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluations;
and
d.
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
5.
I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the Company’s auditors and
the audit committee of the Company’s Board of Directors (or persons performing the equivalent function):
a.
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal
controls over financial reporting.
Date:
October 18, 2024 |
/s/
Lim Chwee Poh |
|
Lim
Chwee Poh, Chief Executive Officer |
Exhibit
12.2
CERTIFICATION
PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Liang Zhao Rong, certify that:
1.
I have reviewed this annual report on Form 20-F of JBDI Holdings Limited (the “Company”);
2.
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this annual report;
3.
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented
in this annual report;
4.
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and
have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within
those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluations;
and
d.
Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period
covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.
5.
I have disclosed, based on my most recent evaluation of internal controls over financial reporting, to the Company’s auditors and
the audit committee of the Company’s Board of Directors (or persons performing the equivalent function):
a.
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal
controls over financial reporting.
Date:
October 18, 2024 |
/s/
Liang Zhao Rong |
|
Liang
Zhao Rong, Chief Financial Officer |
Exhibit
13.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code),
the undersigned officer of JBDI Holdings Limited, a Cayman Islands company (the “Corporation”), does hereby certify, to such
officer’s knowledge, that:
The | | Annual Report on
Form 20-F for the year ended May 31, 2024 (the “Form 20-F”) of the Corporation fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and information contained in the Form 20-F fairly presents, in all
material respects, the financial condition and results of operations of the Corporation. |
Date:
October 18, 2024
/s/
Lim Chwee Poh |
|
Lim
Chwee Poh, Chief Executive Officer |
|
Exhibit
13.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant
to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code),
the undersigned officer of JBDI Holdings Limited, a Cayman Islands company (the “Corporation”), does hereby certify, to such
officer’s knowledge, that:
The
Annual Report on Form 20-F for the year ended May 31, 2024 (the “Form 20-F”) of the Corporation fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and information contained in the Form 20-F fairly presents,
in all material respects, the financial condition and results of operations of the Corporation.
Date:
October 18, 2024
/s/
Liang Zhao Rong |
|
Liang
Zhao Rong, Chief Financial Officer |
|
Exhibit
97.1
JBDI
HOLDINGS LIMITED
COMPENSATION
RECOVERY POLICY
Effective
as of October 1, 2024
The
Board of Directors (the “Board”) of JBDI Holdings Limited (the “Company”) believes that it is in the best interests
of the Company and its shareholders to adopt this Compensation Recovery Policy, also known as a Clawback Policy (the “Policy”),
which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This
Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Rule 5608 of
the Nasdaq Stock Market LLC Listing Rules (the “Listing Standards”).
Except
as specifically set forth herein, this Policy shall be administered by the Board or, if so designated by the Board, a committee thereof
(the Board or such committee charged with the administration of this Policy, the “Administrator”). The Administrator is authorized
to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this
Policy. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with
respect to each individual covered by the Policy. In the administration of this Policy, the Administrator is authorized and directed
to consult with the full Board, or such other committees of the Board as may be necessary or appropriate as to matters within the scope
of such other committee’s responsibility and authority. Subject to any limitation at applicable law, the Administrator may authorize
and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and
intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
As
used in this Policy, the following definitions shall apply:
● |
“Accounting Restatement” means an accounting restatement
of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement
under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements
that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected
in the current period or left uncorrected in the current period. |
● |
“Administrator” has the meaning set forth in Section
1 hereof. |
|
|
● |
“Applicable Period” means the three completed fiscal
years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, as well as any transition
period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years
(except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year). The “date
on which the Company is required to prepare an Accounting Restatement” is the earlier to occur of (a) the date the Board, a committee
of the Board, or an officer of the Company concludes, or reasonably should have concluded, that the Company is required to prepare an
Accounting Restatement or (b) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting
Restatement, in each case regardless of if or when the restated financial statements are filed. |
|
|
● |
“Covered Executives” means the Company’s
current and former executive officers, as determined by the Administrator in accordance with the definition of executive officer set
forth in Rule 10D-1 and the Listing Standards. |
|
|
● |
“Erroneously Awarded Compensation” has the meaning
set forth in Section 5 of this Policy. |
|
|
● |
“A Financial Reporting Measure” is any measure
that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements,
and any measure that is derived wholly or in part from such measure. Financial Reporting Measures include but are not limited to the
following (and any measures derived from the following): Company stock price; total shareholder return (“TSR”); revenues;
net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover
and inventory turnover rates); earnings before interest, taxes, depreciation and amortization; funds from operations and adjusted funds
from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital,
return on assets); earnings measures (e.g., earnings per share); any of such financial reporting measures relative to a peer group, where
the Company’s financial reporting measure is subject to an Accounting Restatement; and tax basis income. A Financial Reporting
Measure need not be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission. |
|
|
● |
“Incentive-Based Compensation” means any compensation
that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation
is “received” for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure
specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs
after the end of that period. |
3. | Covered
Executives; Incentive-Based Compensation |
This
Policy applies to Incentive-Based Compensation received by a Covered Executive (a) after beginning services as a Covered Executive; (b)
if that person served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation; and (c)
while the Company had a listed class of securities on a national securities exchange.
4. | Required
Recoupment of Erroneously Awarded Compensation in the Event of an Accounting Restatement |
In
the event the Company is required to prepare an Accounting Restatement, the Company shall promptly recoup the amount of any Erroneously
Awarded Compensation received by any Covered Executive, as calculated pursuant to Section 5 hereof, during the Applicable Period.
5. | Erroneously
Awarded Compensation: Amount Subject to Recovery |
The
amount of “Erroneously Awarded Compensation” subject to recovery under the Policy, as determined by the Administrator, is
the amount of Incentive-Based Compensation received by the Covered Executive that exceeds the amount of Incentive-Based Compensation
that would have been received by the Covered Executive had it been determined based on the restated amounts.
Erroneously
Awarded Compensation shall be computed by the Administrator without regard to any taxes paid by the Covered Executive in respect of the
Erroneously Awarded Compensation.
By
way of example, with respect to any compensation plans or programs that take into account Incentive-Based Compensation, the amount of
Erroneously Awarded Compensation subject to recovery hereunder includes, but is not limited to, the amount contributed to any notional
account based on Erroneously Awarded Compensation and any earnings accrued to date on that notional amount.
For
Incentive-Based Compensation based on stock price or TSR: (a) the Administrator shall determine the amount of Erroneously Awarded Compensation
based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation
was received; and (b) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation
to Nasdaq.
The
Administrator shall determine, in its sole discretion, the timing and method for promptly recouping Erroneously Awarded Compensation
hereunder, which may include without limitation (a) seeking reimbursement of all or part of any cash or equity-based award, (b) cancelling
prior cash or equity-based awards, whether vested or unvested or paid or unpaid, (c) cancelling or offsetting against any planned future
cash or equity-based awards, (d) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue
Code and the regulations promulgated thereunder and (e) any other method authorized by applicable law or contract. Subject to compliance
with any applicable law, the Administrator may affect recovery under this Policy from any amount otherwise payable to the Covered Executive,
including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary, bonuses or
commissions and compensation previously deferred by the Covered Executive.
The
Company is authorized and directed pursuant to this Policy to recoup Erroneously Awarded Compensation in compliance with this Policy
unless the Company’s compensation committee has determined that recovery would be impracticable solely for the following limited
reasons, and subject to the following procedural and disclosure requirements:
● |
The direct expense paid to a third party to assist in enforcing
the Policy would exceed the amount to be recovered. Before concluding that it would be impracticable to recover any amount of Erroneously
Awarded Compensation based on expense of enforcement, the Administrator must make a reasonable attempt to recover such erroneously awarded
compensation, document such reasonable attempt(s) to recover and provide that documentation to Nasdaq; |
|
|
● |
Recovery would violate home country law of the issuer where
that law was adopted prior to November 28, 2022. Before concluding that it would be impracticable to recover any amount of Erroneously
Awarded Compensation based on violation of home country law of the issuer, the Administrator must satisfy the applicable opinion and
disclosure requirements of Rule 10D-1 and the Listing Standards; or |
|
|
● |
Recovery would likely cause an otherwise tax-qualified retirement
plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13)
or 26 U.S.C. 411(a) and regulations thereunder. |
7. | No
Indemnification of Covered Executives |
Notwithstanding
the terms of any indemnification or insurance policy or any contractual arrangement with any Covered Executive that may be interpreted
to the contrary, the Company shall not indemnify any Covered Executives against the loss of any Erroneously Awarded Compensation, including
any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executives to fund potential clawback obligations
under this Policy.
8. | Administrator
Indemnification |
Any
members of the Administrator and any other members of the Board who assist in the administration of this Policy, shall not be personally
liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company
to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing
sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
9. | Effective
Date; Retroactive Application |
This
Policy shall be effective as of October 1, 2024 (the “Effective Date”). The terms of this Policy shall apply to any Incentive-Based
Compensation that is received by Covered Executives on or after the Effective Date, even if such Incentive-Based Compensation was approved,
awarded, granted, or paid to Covered Executives prior to the Effective Date. Without limiting the generality of Section 6 hereof, and
subject to applicable law, the Administrator may affect recovery under this Policy from any amount of compensation approved, awarded,
granted, payable or paid to the Covered Executive prior to, on or after the Effective Date.
10. | Amendment;
Termination |
The
Board may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in its discretion,
and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national securities
exchange on which the Company’s securities are listed.
11. | Other
Recoupment Rights; Company Claims |
The
Board intends that this Policy shall be applied to the fullest extent of the law. Any right of recoupment under this Policy is in addition
to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company under applicable law or pursuant
to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies
available to the Company.
Nothing
contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages, or other legal
remedies the Company or any of its affiliates may have against a Covered Executive arising out of or resulting from any actions or omissions
by the Covered Executive.
This
Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or
other legal representatives.
13. | Exhibit
Filing Requirement |
A
copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s
annual report on Form 20-F.
v3.24.3
Cover
|
12 Months Ended |
May 31, 2024
$ / shares
shares
|
Entity Addresses [Line Items] |
|
Document Type |
20-F
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|
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|
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|
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|
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JBDI
Holdings Limited
|
Entity Central Index Key |
0001964314
|
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E9
|
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34
Gul Crescent
|
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SG
|
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value US$0.0005 per share
|
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JBDI
|
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NASDAQ
|
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Onestop Assurance PAC
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Singapore
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34
Gul Crescent
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Mr.
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v3.24.3
Consolidated Balance Sheets - USD ($) $ in Thousands |
May 31, 2024 |
May 31, 2023 |
Current assets: |
|
|
Cash and cash equivalents |
$ 190
|
$ 457
|
Accounts receivable, net |
1,686
|
2,304
|
Inventories |
291
|
334
|
Deposits, prepayments and other receivables |
311
|
187
|
Total current assets |
2,478
|
3,282
|
Non-current assets: |
|
|
Property and equipment, net |
921
|
1,938
|
Right-of-use assets |
1,056
|
1,117
|
Total non-current assets |
1,977
|
3,055
|
TOTAL ASSETS |
4,455
|
6,337
|
Current liabilities: |
|
|
Accounts payable and accrued liabilities |
965
|
806
|
Amounts due to related parties |
1,316
|
1,573
|
Bank borrowings |
606
|
373
|
Lease liabilities |
111
|
54
|
Income tax payable |
9
|
317
|
Total current liabilities |
3,007
|
3,123
|
Long-term liabilities: |
|
|
Bank borrowings |
|
606
|
Lease liabilities |
1,064
|
1,104
|
Total long-term liabilities |
1,064
|
1,710
|
TOTAL LIABILITIES |
4,071
|
4,833
|
Shareholders’ equity |
|
|
Ordinary share, par value US$0.0005, 1,000,000,000 Ordinary Shares authorized, 18,037,500 Ordinary Shares issued and outstanding |
9
|
9
|
Additional paid-in capital |
1,503
|
1,503
|
Capital reserves |
2
|
2
|
Retained earnings |
(907)
|
70
|
Accumulated other comprehensive loss |
(223)
|
(80)
|
Total shareholders’ equity |
384
|
1,504
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ 4,455
|
$ 6,337
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v3.24.3
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
May 31, 2024 |
Feb. 07, 2024 |
May 31, 2023 |
Oct. 11, 2022 |
Statement of Financial Position [Abstract] |
|
|
|
|
Common stock, par value |
$ 0.0005
|
$ 0.0005
|
$ 0.0005
|
$ 0.001
|
Common stock shares authorized |
1,000,000,000
|
1,000,000,000
|
1,000,000,000
|
500,000,000
|
Common stock, shares issued |
18,037,500
|
|
18,037,500
|
|
Common stock, shares outstanding |
18,037,500
|
|
18,037,500
|
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.24.3
Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands |
12 Months Ended |
May 31, 2024 |
May 31, 2023 |
May 31, 2022 |
Income Statement [Abstract] |
|
|
|
|
Revenues, net |
|
$ 9,394
|
$ 11,122
|
$ 11,894
|
Cost of revenue |
|
(3,032)
|
(3,524)
|
(3,351)
|
Gross profit |
|
6,362
|
7,598
|
8,543
|
Operating cost and expenses: |
|
|
|
|
Selling and distribution |
|
(133)
|
(127)
|
(227)
|
General and administrative |
|
(7,475)
|
(6,604)
|
(5,699)
|
Total operating cost and expenses |
|
(7,608)
|
(6,731)
|
(5,926)
|
(Loss) Profit from operations |
|
(1,246)
|
867
|
2,617
|
Other income: |
|
|
|
|
Gain from disposal of plant and equipment |
|
7
|
1
|
|
Interest income |
[1] |
|
|
|
Interest expense |
|
(41)
|
(47)
|
(55)
|
Government grant |
|
110
|
158
|
73
|
Other income |
|
68
|
108
|
15
|
Total other income, net |
|
144
|
220
|
33
|
(Loss) Income before income taxes |
|
(1,102)
|
1,087
|
2,650
|
Income tax refund/expense |
|
125
|
(281)
|
(417)
|
NET (LOSS) INCOME |
|
$ (977)
|
$ 806
|
$ 2,233
|
Net (loss) income per share |
|
|
|
|
Net loss/income per share basic |
|
$ (0.05)
|
$ 0.04
|
$ 0.24
|
Net loss/income per share diluted |
|
$ (0.05)
|
$ 0.04
|
$ 0.24
|
Weighted average number of Ordinary Shares outstanding |
|
|
|
|
Weighted average number of Ordinary Shares outstanding basic |
|
18,038
|
18,038
|
9,375
|
Weighted average number of Ordinary Shares outstanding diluted |
|
18,038
|
18,038
|
9,375
|
NET (LOSS) INCOME |
|
$ (977)
|
$ 806
|
$ 2,233
|
Other comprehensive (loss) income: |
|
|
|
|
Foreign currency translation adjustment |
|
(143)
|
16
|
(96)
|
COMPREHENSIVE (LOSS) INCOME |
|
$ (1,120)
|
$ 822
|
$ 2,137
|
|
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.24.3
Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands |
Common Stock [Member] |
Additional Paid-in Capital [Member] |
AOCI Attributable to Parent [Member] |
Capital Reserves [Member] |
Retained Earnings [Member] |
Total |
Balance, value at May. 31, 2021 |
$ 9
|
$ 1,503
|
|
$ 2
|
$ 761
|
$ 2,275
|
Balance, shares at May. 31, 2021 |
18,038
|
|
|
|
|
|
Dividends declared to the former shareholders |
|
|
|
|
(2,707)
|
(2,707)
|
Net income (loss) for the year |
|
|
|
|
2,233
|
2,233
|
Foreign currency translation adjustment |
|
|
(96)
|
|
|
(96)
|
Balance, value at May. 31, 2022 |
$ 9
|
1,503
|
(96)
|
2
|
287
|
1,705
|
Balance, shares at May. 31, 2022 |
18,038
|
|
|
|
|
|
Dividends declared to the former shareholders |
|
|
|
|
(1,023)
|
(1,023)
|
Net income (loss) for the year |
|
|
|
|
806
|
806
|
Foreign currency translation adjustment |
|
|
16
|
|
|
16
|
Balance, value at May. 31, 2023 |
$ 9
|
1,503
|
(80)
|
2
|
70
|
1,504
|
Balance, shares at May. 31, 2023 |
18,038
|
|
|
|
|
|
Net income (loss) for the year |
|
|
|
|
(977)
|
(977)
|
Foreign currency translation adjustment |
|
|
(143)
|
|
|
(143)
|
Balance, value at May. 31, 2024 |
$ 9
|
$ 1,503
|
$ (223)
|
$ 2
|
$ (907)
|
$ 384
|
Balance, shares at May. 31, 2024 |
18,038
|
|
|
|
|
|
X |
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v3.24.3
Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended |
May 31, 2024 |
May 31, 2023 |
May 31, 2022 |
Cash flows from operating activities: |
|
|
|
Net (loss) income |
$ (977)
|
$ 806
|
$ 2,233
|
Adjustments to reconcile net income to net cash provided by operating activities |
|
|
|
Depreciation of property and equipment |
463
|
448
|
493
|
Depreciation of right-of-use assets |
62
|
27
|
60
|
Impairment of estimated credit losses |
246
|
|
|
Reverse of impairment of estimated credit losses |
(39)
|
|
|
Impairment of property and equipment |
716
|
294
|
|
Gain from disposal of property and equipment |
(7)
|
(1)
|
|
Change in operating assets and liabilities: |
|
|
|
Accounts receivable |
290
|
250
|
(871)
|
Inventories |
43
|
(39)
|
(43)
|
Accounts payable and accrued liabilities |
159
|
86
|
663
|
Amount due to related parties |
409
|
|
|
Repayment of operating lease liabilities |
(56)
|
(18)
|
(50)
|
Income tax payable |
(309)
|
(214)
|
452
|
Net cash provided by operating activities |
1,000
|
1,657
|
2,987
|
Cash flows from investing activities: |
|
|
|
Purchase of property and equipment |
(81)
|
(46)
|
(926)
|
Proceed from disposal of property and equipment |
43
|
|
|
Net cash used in investing activities |
(38)
|
(46)
|
(926)
|
Cash flows from financing activities: |
|
|
|
Repayment of bank borrowings |
(373)
|
(365)
|
(354)
|
Dividend paid |
(666)
|
(1,586)
|
(2,049)
|
Repayment of finance lease liabilities |
(42)
|
(18)
|
(50)
|
Net cash used in financing activities |
(1,081)
|
(1,969)
|
(2,453)
|
Effect on exchange rate change on cash and cash equivalents |
(148)
|
28
|
(68)
|
Net change in cash and cash equivalent |
(267)
|
(330)
|
(460)
|
BEGINNING OF YEAR |
457
|
787
|
1,247
|
END OF YEAR |
190
|
457
|
787
|
SUPPLEMENTAL CASH FLOW INFORMATION: |
|
|
|
Cash paid (refund) for income taxes |
308
|
531
|
(40)
|
Cash paid for interest |
$ 41
|
$ 47
|
$ 55
|
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v3.24.3
BUSINESS OVERVIEW AND BASIS OF PRESENTATION
|
12 Months Ended |
May 31, 2024 |
Accounting Policies [Abstract] |
|
BUSINESS OVERVIEW AND BASIS OF PRESENTATION |
NOTE-1
BUSINESS OVERVIEW AND BASIS OF PRESENTATION
JBDI
Holdings Limited (“JBDI Holdings”) is incorporated in the Cayman Islands on October 11, 2022 under the Companies Act as an
exempted company with limited liability. The authorized share capital is $500,000 divided into 500,000,000 Ordinary Shares, par value
$0.001 each. On February 7, 2024, for purposes of recapitalization in anticipation of the initial public offering, the Company’s
shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”) and to change the Company’s
authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of $0.0005 each.
JBDI
Holdings, through its subsidiaries (collectively referred to as the “Company”) are mainly engaged in the Reconditioned and
Recycled of Containers in Singapore. The Company has over twenty (20) years of experience in the Reconditioned and Recycled of Containers
in the Recycling industry.
Description
of subsidiaries incorporated and controlled by the Company
SCHEDULE
OF DESCRIPTION OF SUBSIDIARIES
Name |
|
Background |
|
Effective
ownership |
|
|
|
|
|
JBDI
|
|
British
Virgin Islands company
Incorporated
on October 10, 2022
Issued
and outstanding 10,000 ordinary shares for US$10,000
Investment
holding
Provision
of investment holding |
|
100%
owned by JBDI Holdings |
|
|
|
|
|
Jurong
Barrels |
|
Singaporean
company
Incorporated
on September 17, 1983
Issued
and outstanding 2,000,000 ordinary shares for S$2,000,000 |
|
100%
owned by JBDI |
|
|
|
|
|
JBDI
Systems |
|
Singaporean
company
Incorporated
on May 4, 2017
Issued
and outstanding 100 ordinary shares for S$100 |
|
100%
owned by Jurong Barrels |
Reorganization
Since
2022, the Company completed several transactions for the purposes of a group reorganization, as below:-
On
October 10, 2022, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC (initial shareholders) and Arc Development entered into
the Acquisition Agreement, pursuant to which Arc Development acquired 490 Ordinary Shares of JBDI (representing approximately 4.9% shareholding
interest in JBDI) from E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC for consideration of US$800,000. As a term of
the acquisition, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS and Mr. Lim TC undertakes to transfer the entire issued share capital
of Jurong Barrels to the JBDI. Following such transfer, E U Holdings owns 5,706 Ordinary Shares, Mr. Lim CP owns 475 Ordinary Shares,
Ms. Siow KL owns 1,427 Ordinary Shares, Mr. Lim KS owns 475 Ordinary Shares, Mr. Lim TC 1,427 Ordinary Shares and Arc Development owns
490 Ordinary Shares, respectively.
On
October 10, 2022, E U Holdings entered into a transfer agreement with Goldstein for the transfer of 4.90% of the issued share capital
of JBDI.
On
January 12, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC and JBDI entered into a sale and purchase agreement pursuant
to which E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC transferred its entire shareholding interest in Jurong Barrels
to JBDI. The consideration is settled by JBDI allotting and issuing 1 Ordinary Share to each of E U Holdings, Mr. Lim CP, Ms. Siow KL,
Mr. Lim KS, Mr. Lim TC credited as fully paid.
On
May 30, 2023, E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein, Arc Development and JBDI Holdings entered into
a reorganization agreement, pursuant to which E U Holdings, Mr. Lim CP, Ms Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development,
transferred their respective 5,216 Ordinary Shares, 475 Ordinary Shares, 1,427 Ordinary Shares, 475 Ordinary Shares, 1,427 Ordinary Shares,
490 Ordinary Shares and 490 Ordinary Shares respectively into JBDI Holdings. The consideration is settled by JBDI Holdings issuing 4,704,179
Ordinary Shares, 429,292 Ordinary Shares, 1,286,074 Ordinary Shares, 429,292 Ordinary Shares, 1,286,074 Ordinary Shares, 441,919 Ordinary
Shares and 441,919 Ordinary Shares to E U Holdings, Mr. Lim CP, Ms. Siow KL, Mr. Lim KS, Mr. Lim TC, Goldstein and Arc Development respectively,
credited as fully paid.
Prior
to a group reorganization, JBDI was the holding company of a group of companies comprised of Jurong Barrels and JBD Systems. JBDI held
as to 52.16% by E U Holdings, 4.76% by Mr. Lim CP, 14.26% by Ms. Siow KL, 4.76% by Mr. Lim KS, 14.26% by Mr. Lim TC, 4.90% by Goldstein
and 4.90% by Arc Development, the latter two of which are an independent third parties. Upon completion of the reorganization, E U Holdings
owns 4,704,180 Ordinary Shares, Mr. Lim CP owns 429,292 Ordinary Shares, Ms. Siow KL owns 1,286,074 Ordinary Shares, Mr. Lim KS owns
429,292 Ordinary Shares, Mr. Lim TC owns 1,286,074 Ordinary Shares, Goldstein owns 441,919 Ordinary Shares and Arc Development owns 441,919
Ordinary Shares of the Company respectively, and JBDI, Jurong Barrels and JBD Systems become directly/indirectly owned subsidiaries.
During
the financial years presented in these consolidated financial statements, the control of the entities has never changed (always under
the control of JBDI Holdings). Accordingly, the combination has been treated as a corporate restructuring (“Reorganization”)
of entities under common control and thus the current capital structure has been retroactively presented in prior years as if such structure
existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for
all years to which such entities were under common control. The consolidation of JBDI Holdings and its subsidiaries has been accounted
for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the
first year presented in the accompanying consolidated financial statements.
|
X |
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- DefinitionThe entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
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v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
May 31, 2024 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE-2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These
accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this
note and elsewhere in the accompanying consolidated financial statements and notes.
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).
● |
Use
of Estimates and Assumptions |
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the financial years presented. Significant accounting estimates
in the year include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions
used in assessing right-of-use assets and impairment of long-lived assets, and deferred tax valuation allowance.
The
Inputs Into the management’s judgments and estimates consider the economic Implications of COVID-19 on the Company’s critical
and significant accounting estimates. Actual results could differ from these estimates.
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
● |
Foreign
Currency Translation and Transaction |
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the statement of operations.
The
reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements
have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in
their local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic
environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the financial
year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component
of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation
of amounts from S$ into US$ has been made at the following exchange rates for the financial years ended May 31, 2024 and 2023:
SCHEDULE
OF EXCHANGE RATES
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
| | | |
| | |
Year-end US$:S$ exchange rate | |
| 1.3509 | | |
| 1.3520 | |
Average US$:S$ exchange rate | |
| 1.3465 | | |
| 1.3690 | |
Translation
gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency
are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
● |
Cash
and Cash Equivalents |
Cash
and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly
liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying
amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
● |
Accounts
Receivable, net |
Accounts
receivable include trade accounts due from customers in the sale of products.
Accounts
receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement
terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon the execution
of the insurance policies. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue
balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt
allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific
losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the
allowance after all means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management
continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
The
Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.
Inventories
are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments
to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory
and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent
changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
● |
Property
and Equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking
into account their estimated residual values:
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE
|
|
Expected
useful life |
Factory
and office equipment |
|
5
years |
Factory
improvement |
|
5
years |
Leasehold
factory premises |
|
30
years |
Furniture
and fittings |
|
10
years |
Machinery
and equipment |
|
10
years |
Motor
vehicles and forklifts |
|
5
years |
Renovation |
|
5
years |
Leasehold
land |
|
20
years |
Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the Results of operations.
● |
Impairment
of Long-Lived Assets |
In
accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property
and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the
carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
The
Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC
606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
|
Step
1: |
Identify
the contract(s) with a customer. |
|
Step
2: |
Identify
the performance obligations in the contract. |
|
Step
3: |
Determine
the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be
entitled in exchange for transferring promised goods or services to a customer. |
|
Step
4: |
Allocate
the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price
to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in
the contract. |
|
Step
5: |
Recognize
revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies
a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of
that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance
obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for
promises to transfer service to a customer). |
Majority
of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts
the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances
when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:
Product
sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue
when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method
of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer
has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the
Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally
met when the products are:
|
● |
Invoiced. |
|
● |
Shipped
from the Company’s facilities or warehouse (“Ex-works”, which is the Company’s standard shipping term). |
For
these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from,
the products at the time the products are shipped.
The
Company records its revenues on product sales, net of good & service taxes (“GST”) upon the services are rendered and
the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority
of the products at the rate of 9% on the invoiced value of sales in Singapore.
Amounts
received as prepayment on future products are recorded as customer deposit and recognized as income when the product is shipped.
● |
Shipping
and Handling Costs |
Shipping and handling costs are approximately $0.1 million, approximately
$0.1 million, and approximately $0.2 million which associated with the distribution of the products to the customers which are borne by the Company’s
suppliers or distributors during the financial years ended May 31, 2024, 2023 and 2022.
Sales
and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,
and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense
was approximately $0.003 million, approximately $0.003 million, and approximately $0.003 million for the financial years ended May 31, 2024, 2023 and 2022, respectively.
A
government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the
conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but
the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other
payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent
on the management’s expectation of when the conditions attached to the grant can be fulfilled. For the financial years ended
May 31, 2024, 2023 and 2022, the Company received government subsidies of approximately $0.1
million, approximately $0.2
million and approximately $0.08 million, respectively, which are recognized as government grant in the consolidated statements of
operations.
● |
Comprehensive
Income (Loss) |
ASC
Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses
on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Income
taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to taxable income in the financial years in which those temporary differences
are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For
the financial years ended May 31, 2024, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As
of May 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions.
The
Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that
are subject to examination by the relevant tax authorities.
Effective
from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use
asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use
assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater
than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use
asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make
lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured
and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance
under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The
accounting update also requires that for finance leases, a lessee recognize Interest expense on the lease liability, separately from
the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized
as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
Contributions
to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements
of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated
multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute
a specified percentage of the participants’ relevant income based on their ages and wages level. During the financial years ended
May 31, 2024, 2023 and 2022, approximately $0.2 million, approximately $0.2 million and approximately $0.2 million, respectively, contributions were made accordingly.
FASB
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis
consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments
and major customers in financial statements for details on the Company’s business segments. For the financial years ended May 31,
2024, 2023 and 2022, the Company has one reporting business segment.
The
Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant
to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15,
to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company;
f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
The
financial statements shall include disclosure of material related party transactions, other than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of
the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
● |
Commitments
and Contingencies |
The
Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
● |
Concentration
of Credit Risk |
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable. Cash
equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by
management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately US$74,360) if the bank
with which an individual/a company hold its eligible deposit fails. As of May 31, 2024, bank and cash balances of approximately $0.2
million was maintained at financial institutions in Singapore, of which approximately $0.1 million was subject to credit risk. While
management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For
accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts are based on the estimated realizable
value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration
of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected
to be affected similarly by changes in economic conditions.
The
reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in S$ and a significant portion
of the assets and liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and
results of operations may be affected by fluctuations in the exchange rate between US$ and S$. If S$ depreciates against US$, the value
of S$ revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial
instruments that expose to substantial market risk.
Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is
to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of
uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
The
Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect
to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes
the inputs used in measuring fair value as follows:
|
● |
Level
1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
|
● |
Level
2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets
or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using
market-based observable inputs; and |
|
● |
Level
3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option
pricing models and discounted cash flow models. |
The
carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable,
amount due to a related party, accounts payable, escrow liabilities, income tax payable, amount due to a related party, other payables
and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
Management
believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate
the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party
valuation based upon loan level data including note rate, type and term of the underlying loans.
The
Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable
market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact
that inputs used to measure fair value are unobservable and require management’s judgment.
Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
● |
Recently
Issued Accounting Pronouncements |
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions”, which clarifies that contractual sale restrictions are not considered in measuring fair value
of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard
is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard
update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.
|
X |
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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v3.24.3
DISAGGREGATION OF REVENUE
|
12 Months Ended |
May 31, 2024 |
Revenue from Contract with Customer [Abstract] |
|
DISAGGREGATION OF REVENUE |
NOTE
- 3 DISAGGREGATION OF REVENUE
The
following tables present the Company’s revenue disaggregated by business segment and geography, based on management’s assessment
of available data:
SCHEDULE
OF DISAGGREGATION OF REVENUE
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
|
$’000 |
|
Sales at a single point in time | |
| | | |
| | |
|
|
|
|
Sales of containers and recycled materials | |
| 8,249 | | |
| 9,647 | |
|
|
11,028 |
|
Services | |
| 1,136 | | |
| 1,365 | |
|
|
755 |
|
| |
| | | |
| | |
|
|
|
|
Total revenue at a point in time | |
| 9,385 | | |
| 11,012 | |
|
|
11,783 |
|
Sales over time | |
| - | | |
| - | |
|
|
- |
|
Rental | |
| 9 | | |
| 110 | |
|
|
111 |
|
| |
| | | |
| | |
|
|
|
|
Total
revenue over time | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
In
accordance with ASC 280, Segment Reporting (“ASC 280”), we have one reportable geographic segment. Sales are based on the
countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following
tables:
| |
2024 | | |
2023 | |
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Singapore | |
| 7,907 | | |
| 9,344 | |
|
|
10,091 |
|
Indonesia | |
| 877 | | |
| 1,411 | |
|
|
1,405 |
|
Malaysia and other countries | |
| 610 | | |
| 367 | |
|
|
398 |
|
| |
| | | |
| | |
|
|
|
|
Total
revenue | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
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- DefinitionThe entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.
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v3.24.3
ACCOUNTS RECEIVABLE, NET
|
12 Months Ended |
May 31, 2024 |
Receivables [Abstract] |
|
ACCOUNTS RECEIVABLE, NET |
NOTE-4
ACCOUNTS RECEIVABLE, NET
Accounts
receivable, net consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE, NET
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Accounts receivable – third parties | |
| 2,003 | | |
| 2,414 | |
Less: allowance for doubtful accounts | |
| (317 | ) | |
| (110 | ) |
| |
| | | |
| | |
Accounts receivable, net | |
| 1,686 | | |
| 2,304 | |
For
the financial years ended May 31, 2024, and 2023, the Company has made the allowance for doubtful accounts and charged to the consolidated
statements of operations. The Company has not experienced any significant bad debt write-offs of accounts receivable in the past.
The
Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable
losses and an allowance for doubtful accounts, based on several factors including internal risk ratings, customer credit quality, payment
history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off
after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored
on an ongoing basis and its exposure to bad debts is not significant.
At
May 31, 2024 and 2023, there are outstanding accounts are 90 days past due.
|
X |
- DefinitionThe entire disclosure for claims held for amounts due to entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.
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v3.24.3
INVENTORIES
|
12 Months Ended |
May 31, 2024 |
Inventory Disclosure [Abstract] |
|
INVENTORIES |
NOTE-5
INVENTORIES
The
Company’s inventories were as follows:-
SCHEDULE
OF INVENTORIES
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Finished goods | |
| 291 | | |
| 334 | |
| |
| | | |
| | |
Inventory,
net | |
| 291 | | |
| 334 | |
|
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v3.24.3
PROPERTY AND EQUIPMENT, NET
|
12 Months Ended |
May 31, 2024 |
Property, Plant and Equipment [Abstract] |
|
PROPERTY AND EQUIPMENT, NET |
NOTE-6
PROPERTY AND EQUIPMENT, NET
Property
and equipment consisted of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT, NET
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
At cost: | |
| | | |
| | |
Factory and office equipment | |
| 37 | | |
| 37 | |
Factory improvement | |
| 711 | | |
| 711 | |
Leasehold factory premises | |
| 555 | | |
| 555 | |
Furniture & fittings | |
| 24 | | |
| 24 | |
Machinery and equipment | |
| 3,401 | | |
| 3,394 | |
Motor vehicles and forklifts | |
| 1,102 | | |
| 1,265 | |
Renovation | |
| 99 | | |
| 99 | |
Right-of-use-assets | |
| 1,358 | | |
| 1,357 | |
| |
| | | |
| | |
Property and equipment, gross | |
| 7,287 | | |
| 7,442 | |
Less: accumulated depreciation | |
| (4,299 | ) | |
| (4,089 | ) |
Less: provision for impairment | |
| (1,011 | ) | |
| (298 | ) |
| |
| | | |
| | |
Property and equipment, net | |
| 1,977 | | |
| 3,055 | |
Depreciation
expense for the financial years ended May 31, 2024, 2023 and 2022 were at approximately $0.5
million, approximately $0.5
million, and approximately $0.4 million respectively.
Provision
for impairment of property and equipment for the financial years ended May 31, 2024 and 2023 were at approximately $0.7 million and approximately
$0.3 million, respectively.
Right-of-use
assets under operating leasing arrangements classified under leasehold lands as of May 31, 2024 and 2023 amounted to approximately
$1.1 million and approximately $1.1 million, respectively. Details of such leased assets are disclosed in Note 9.
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v3.24.3
AMOUNTS DUE TO RELATED PARTIES
|
12 Months Ended |
May 31, 2024 |
Amounts Due To Related Parties |
|
AMOUNTS DUE TO RELATED PARTIES |
NOTE-7
AMOUNTS DUE TO RELATED PARTIES
Amounts
due to related parties consisted of the following:
SCHEDULE
OF AMOUNTS DUE TO RELATED PARTIES
| |
| | |
| |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
Due to related parties* | |
| | | |
| | |
- E U Holdings Pte. Ltd.(1) | |
| 663 | | |
| 902 | |
- Soon Aik Global Pte Ltd(2) | |
| 8 | | |
| 8 | |
- Amount due to shareholders(3) | |
| 395 | | |
| 576 | |
- Amount due to director loans(4) | |
| 245 | | |
| 87 | |
- Amount due to KDS Steel Pte Ltd(5) | |
| 5 | | |
| - | |
| |
| | | |
| | |
Amounts
due to related parties | |
| 1,316 | | |
| 1,573 | |
(1) |
E
U Holdings Pte. Ltd. is company incorporated in Singapore and owned 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
(2) |
Soon
Aik Global Pte Ltd is company incorporated in Singapore and owned 25% by Mr. Neo Chin Heng. |
(3) |
The
shareholders consist of Ms. Siow KL, Mr. Lim TC, Mr. Lim KS and Arc Development. |
(4) |
The
director loans are due to Mr. Lim CP. |
(5) |
KDS
Steel Pte. Ltd. is company incorporated in Singapore and owned 100% by E U Holdings Pte Ltd. |
* | The amounts are unsecured,
interest-free and non-repayable on demand. |
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v3.24.3
BANK BORROWINGS
|
12 Months Ended |
May 31, 2024 |
Debt Disclosure [Abstract] |
|
BANK BORROWINGS |
NOTE-8
BANK BORROWINGS
Bank
borrowings consisted of the following:
SCHEDULE OF BANK BORROWINGS
| |
Term of | |
Annual | | |
As of May 31, | |
| |
repayments | |
interest rate | | |
2024 | | |
2023 | |
| |
| |
| | | |
| $’000 | | |
| $’000 | |
| |
| |
| | | |
| | | |
| | |
Term loans | |
Within 5 years | |
| 2.0 | % | |
| 606 | | |
| 979 | |
| |
| |
| | | |
| | | |
| | |
| |
| |
| | | |
| 606 | | |
| 979 | |
Representing :- | |
| |
| | | |
| | | |
| | |
Within 12 months | |
| |
| | | |
| 606 | | |
| 373 | |
Over 1 year | |
| |
| | | |
| - | | |
| 606 | |
| |
| |
| | | |
| | | |
| | |
| |
| |
| | | |
| 606 | | |
| 979 | |
As
of May 31, 2024 and 2023, bank borrowing was obtained from a financial institution in Singapore, which bear annual interest at a fixed
rate at 2.0%
and are repayable in 5 years.
The bank borrowing is subject to certain financial covenant clauses and did not comply with certain financial covenant clauses.
The
Company’s bank borrowing is guaranteed under the personal from Mr. Lim CP and under the corporate from E U Holdings.
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v3.24.3
RIGHT-OF-USE ASSETS
|
12 Months Ended |
May 31, 2024 |
Right-of-use Assets |
|
RIGHT-OF-USE ASSETS |
NOTE-9
RIGHT-OF-USE ASSETS
The
Company adopted ASU No. 2016-02, Leases, on January 1, 2019, the beginning of the fiscal 2019, using the modified retrospective approach.
The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement
conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration.
Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic
benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for
as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable
lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all
of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term
leases as we have elected the practical expedient.
Operating
leases are included in the right-of-use lease assets, other current liabilities and long-term lease liabilities on the Consolidated Balance
Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of
its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing
rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments.
Operating lease payments are recognized on a straight-line basis over the lease term.
The
Company adopts 2.0% as weighted average incremental borrowing rate to determine the present value of the lease payments. The weighted average
remaining life of the lease was 3 years.
The
table below presents the lease-related assets and liabilities recorded on the balance sheet.
SCHEDULE OF OPERATING LEASE RELATED
ASSETS AND LIABILITIES
| |
| | | |
| | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Assets | |
| | | |
| | |
Operating lease, right-of-use asset, net | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Total right-of-use asset | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current: | |
| | | |
| | |
Operating lease liabilities | |
| 111 | | |
| 54 | |
| |
| | | |
| | |
Total
Operating lease liabilities | |
| 111 | | |
| 54 | |
| |
| | | |
| | |
Non-current: | |
| | | |
| | |
Operating lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total Operating lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total lease liabilities | |
| 1,175 | | |
| 1,158 | |
As
of May 31, 2024, right-of-use assets were approximately $1.1 million and lease liabilities were approximately $1.2 million.
As
of May 31, 2023, right-of-use assets were approximately $1.1 million and lease liabilities were approximately $1.2 million.
The
Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities
or right-of-use assets. The following tables summarize the lease expense for the financial years.
SCHEDULE
OF OPERATING LEASE EXPENSES
| |
| | | |
| | |
|
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Operating lease cost: | |
| | | |
| | |
|
|
|
|
Operating lease expense (per ASC 842) | |
| - | | |
| - | |
|
|
25 |
|
| |
| | | |
| | |
|
|
|
|
Short-term lease expense (other than ASC 842) | |
| 802 | | |
| 789 | |
|
|
710 |
|
| |
| | | |
| | |
|
|
|
|
Total lease expense | |
| 802 | | |
| 789 | |
|
|
735 |
|
Components
of Lease Expense
We
recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative”
expense on the accompanying consolidated statement of operations.
Future
Contractual Lease Payments as of May 31, 2024
The
below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present
value of future lease payments for the next three financial years ending May 31:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Financial Years Ending May 31, | |
Operating and finance lease amount | |
| |
$’000 | |
| |
| |
2025 | |
| 114 | |
2026 | |
| 1,064 | |
Less: interest | |
| (3 | ) |
| |
| | |
Present value of lease liabilities | |
| 1,175 | |
| |
| | |
Representing: | |
| | |
Current liabilities | |
| 111 | |
Non-current liabilities | |
| 1,064 | |
| |
| | |
Total
lease liabilities | |
| 1,175 | |
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v3.24.3
SHAREHOLDERS’ EQUITY
|
12 Months Ended |
May 31, 2024 |
Equity [Abstract] |
|
SHAREHOLDERS’ EQUITY |
NOTE-10
SHAREHOLDERS’ EQUITY
Ordinary
Shares
The
Company was established under the laws of Cayman Islands on October 11, 2022 with authorized share of $500,000 divided into 500,000,000
Ordinary Shares of par value $0.001 each. On February 7, 2024, for purposes of recapitalization in anticipation of the initial public
offering, the Company’s shareholders passed resolutions to effect a 1:2 share sub-division (a “forward stock split”)
and to change the Company’s authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares, of a par value of
$0.0005 each.
The
Company is authorized to issue one class of ordinary share.
The
holders of the Company’s ordinary share are entitled to the following rights:
Voting
Rights: Each share of the Company’s ordinary share entitles its holder to one vote per share on all matters to be voted or
consented upon by the stockholders. Holders of the Company’s ordinary shares are not entitled to cumulative voting rights with
respect to the election of directors.
Dividend
Right: Subject to limitations under Cayman law and preferences that may apply to any shares of preferred stock that the Company may
decide to issue in the future, holders of the Company’s ordinary share are entitled to receive ratably such dividends or other
distributions, if any, as may be declared by the Board of the Company out of funds legally available therefor.
Liquidation
Right: In the event of the liquidation, dissolution or winding up of our business, the holders of the Company’s ordinary share
are entitled to share ratably in the assets available for distribution after the payment of all of the debts and other liabilities of
the Company, subject to the prior rights of the holders of the Company’s preferred stock.
Other
Matters: The holders of the Company’s ordinary share have no subscription, redemption or conversion privileges. The Company’s
ordinary share does not entitle its holders to preemptive rights. All of the outstanding shares of the Company’s ordinary share
are fully paid and non-assessable. The rights, preferences and privileges of the holders of the Company’s ordinary share are subject
to the rights of the holders of shares of any series of preferred stock which the Company may issue in the future.
Dividend
Distribution
On
May 28, 2023, the Company approved the distribution of interim dividend of approximately $1.0 million to E U Holdings, Mr. Lim CP, Ms.
Siow KL, Mr. Lim TC, Mr. Lim KS and Arc Development.
|
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- DefinitionThe entire disclosure for equity.
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v3.24.3
INCOME TAXES
|
12 Months Ended |
May 31, 2024 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE-11
INCOME TAXES
The
provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| |
| | | |
| | |
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Income tax current year | |
| - | | |
| 281 | |
|
|
417 |
|
Income tax refund | |
| (125 | ) | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Income tax (refund) expense | |
| (125 | ) | |
| 281 | |
|
|
417 |
|
The
effective tax rate in the financial years presented is the result of the mix of income earned in various tax jurisdictions that apply
a broad range of income tax rate. The Company’s subsidiaries mainly operate in Singapore that are subject to taxes in the jurisdictions
in which they operate, as follows:
BVI
JBDI
is considered to be an exempted British Virgin Islands Company and are presently not subject to income taxes or income tax filing requirements
in the British Virgin Islands or the United States.
Singapore
Jurong
Barrels and JBD Systems are operating in Singapore and are subject to the Singapore tax law at the corporate tax rate at 17% on the assessable
income arising in Singapore during its tax year.
The
reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the financial years ended
May 31, 2024, 2023 and 2022 are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE
| |
| | | |
| | |
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
| |
| | |
| |
|
|
|
Statutory income tax rate | |
| 17 | % | |
| 17 | % |
|
|
17 |
% |
Income tax (refund) expense at statutory rate | |
| (187 | ) | |
| 185 | |
|
|
450 |
|
Tax effect of non-taxable income | |
| (14 | ) | |
| (22 | ) |
|
|
(22 |
) |
Tax effect of non-deductible items | |
| 144 | | |
| 163 | |
|
|
102 |
|
Under provision in previous financial year | |
| 135 | | |
| 92 | |
|
|
10 |
|
Deferred tax assets not recognised | |
| (125 | ) | |
| - | |
|
|
- |
|
Utilization of capital allowances | |
| (40 | ) | |
| (125 | ) |
|
|
(123 |
) |
Others | |
| (38 | ) | |
| (12 | ) |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Income tax (refund) expense | |
| (125 | ) | |
| 281 | |
|
|
417 |
|
Uncertain
tax positions
The
Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits,
and measure the unrecognized benefits associated with the tax positions. As of May 31, 2024 and 2023, the Company did not have any significant
unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax
expenses for the financial years ended May 31, 2024, 2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized
tax benefits in the next 12 months from May 31, 2024.
|
X |
- DefinitionThe entire disclosure for income tax.
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v3.24.3
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
May 31, 2024 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE-12
RELATED PARTY TRANSACTIONS
In
the ordinary course of business, during the financial years ended May 31, 2024 and 2023, the Company was involved in certain transactions,
either at cost or current market prices, and on the normal commercial terms with related parties. The following table provides the transactions
with these parties for the financial years as presented (for the portion of such period that they were considered related):
SCHEDULE
OF RELATED PARTY TRANSACTIONS
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
|
$’000 |
|
| |
| | |
| |
|
|
|
|
Nature of transactions | |
| | |
| |
|
|
|
|
| |
| | |
| |
|
|
|
|
KDS Steel Pte Ltd(1) | |
| | | |
| | |
|
|
|
|
- Logistics services | |
| 802 | | |
| 789 | |
|
|
710 |
|
- Utilities | |
| 71 | | |
| 72 | |
|
|
72 |
|
- Other income | |
| 4 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
E U Holdings Pte. Ltd.(2) | |
| | | |
| | |
|
|
|
|
- Management fees | |
| 267 | | |
| 263 | |
|
|
266 |
|
- Professional fees | |
| 1 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Filtec Private Limited(3) | |
| | | |
| | |
|
|
|
|
- Sales | |
| 1 | | |
| - | |
|
|
- |
|
- Upkeep of machinery | |
| -* | | |
| - | |
|
|
- |
|
- Upkeep of motor vehicles | |
| -* | | |
| - | |
|
|
- |
|
*
|
The
figures are insignificant. |
These
related parties are controlled by the common shareholders of the Company.
(1) |
E
U Holdings Pte. Ltd. is the shareholders of Jurong Barrels and KDS. |
(2) |
E
U Holdings Pte. Ltd. is owned 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
(3) |
Filtec
Private Limited is a company incorporated in Singapore and Soon Aik Global Pte Ltd is the ultimate controlling shareholder of Filtec Private Limited. Soon Aik Global Pte Ltd is a company
incorporated in Singapore and owned 25%
by Mr. Neo Chin Heng. |
Apart
from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other
significant or material related party transactions during the financial years presented.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.24.3
CONCENTRATIONS OF RISK
|
12 Months Ended |
May 31, 2024 |
Risks and Uncertainties [Abstract] |
|
CONCENTRATIONS OF RISK |
NOTE-13
CONCENTRATIONS OF RISK
The
Company is exposed to the following concentrations of risk:
For
the financial year ended May 31, 2024, there was one single customer who accounted approximately for 14.2% of the Company’s revenues.
For
the financial year ended May 31, 2023, there was one single customer who accounted approximately for 16.4% of the Company’s revenues.
For the financial year ended May 31, 2022, there was one single customer
who accounted approximately for 18.4% of the Company’s revenues.
For
the financial year ended May 31, 2024, the vendor (Vendor A) who accounted approximately for 6.4% or more of the Company’s purchases and
the financial year ended May 31, 2023, the vendor who accounted approximately for 8.5%
or more of the company’s purchases, and the financial year ended May 31, 2022, the vendor (Vendor B) who accounted approximately
for 10.8%
or more of the company’s purchases. Its
outstanding payable balances as at financial year end date, is presented as follows:
SCHEDULE
OF CONCENTRATIONS OF RISK
| |
2024 | | |
2023 |
|
2022 |
|
| |
Percentage of purchases | | |
Accounts
payable | | |
Percentage of purchases | |
Accounts
payable | |
|
|
Percentage of purchases |
|
|
Accounts payable
|
|
| |
% | | |
$’000 | | |
% | |
$’000 | |
|
% |
|
|
$’000 |
|
| |
| | | |
| | | |
| |
| | |
|
|
|
|
|
|
|
|
Vendor A | |
| 6.4 | | |
| - | | |
4.3 | |
| - | |
|
|
4.3 |
|
|
|
- |
|
Vendor B | |
| 3.2 | | |
| 10 | | |
8.5 | |
| 61 | |
|
|
10.8 |
|
|
|
60 |
|
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts and loans receivable.
Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored
by management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately US$74,360) if the bank
with which an individual/a company hold its eligible deposit fails. As of May 31, 2024, bank and cash balances of approximately $0.2
million was maintained at financial institutions in Singapore, of which approximately $0.1 million was subject to credit risk. While
management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For
accounts receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts
based on the estimated realizable value.
The
Company has adopted a policy of only dealing with creditworthy counterparties. The Company performs ongoing credit evaluation of its
counterparties’ financial condition and generally do not require a collateral. The Company also considers the probability of default
upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each
reporting year.
The
Company has determined the default event on a financial asset to be when internal and/or external information indicates that the financial
asset is unlikely to be received, which could include default of contractual payments due for more than 90 days, default of interest
due for more than 365 days or there is significant difficulty of the counterparty.
To
minimize credit risk, the Company has developed and maintained its credit risk grading to categorize exposures according to their degree
of risk of default. The credit rating information is supplied by publicly available financial information and the Company’s own
trading records to rate its major customers and other debtors. The Company considers available reasonable and supportive forward-looking
information which includes the following indicators:
|
● |
Actual
or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change
to the debtor’s ability to meet its obligations |
|
● |
Internal
credit rating |
|
|
|
|
● |
External
credit rating and when necessary |
Regardless
of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual
payment.
As
of May 31, 2024, there was approximately $0.3 million outstanding from a single customer whose account receivable balances of total consolidated
amounts.
As
of May 31, 2023, there was approximately $0.3 million outstanding from a single customer whose account receivable balances of total consolidated
amounts.
As of May 31, 2022, there was approximately $0.6 million outstanding from
a single customer whose account receivable balances of total consolidated amounts.
As
the Company has no significant interest-bearing assets, the Company’s income and operating cash flows are substantially independent
of changes in market interest rates.
The
Company’s interest-rate risk arises from bank borrowings. The Company manages interest rate risk by varying the issuance and maturity
dates of variable rate debt, limiting the amount of variable rate debt, and continually monitoring the effects of market changes in interest
rates. As of May 31, 2024, 2023 and 2022, the borrowings were at fixed interest rates.
(d) |
Economic
and political risk |
The
Company’s major operations are conducted in Singapore. Accordingly, the political, economic, and legal environments in Singapore,
as well as the general state of Singapore’s economy may influence the Company’s business, financial condition, and results
of operations.
The
Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post
the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit
depending on exchange rate of S$ converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and
economic environments without notice.
Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is
to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of
uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
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v3.24.3
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
May 31, 2024 |
Commitments and Contingencies Disclosure [Abstract] |
|
COMMITMENTS AND CONTINGENCIES |
NOTE-14
COMMITMENTS AND CONTINGENCIES
Litigation
— From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business.
The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a
material adverse effect on its business, financial condition, operating results, or cash flows.
As
of May 31, 2024 and 2023, the Company has no material commitments or contingencies.
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- DefinitionThe entire disclosure for commitments and contingencies.
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v3.24.3
SUBSEQUENT EVENTS
|
12 Months Ended |
May 31, 2024 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE-15
SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has
evaluated all events or transactions that occurred after May 31, 2024, up through the date the Company issued the audited consolidated
financial statements. During the year, the Company did not have any material subsequent events other than disclosed above.
On
August 28, 2024, the Company had completed its initial public offering of 1,750,000 Ordinary Shares at a public offering price of US$5.00
per share (the “Offering”). Total net proceeds to the Company from the Offering, after deducting discounts, expenses allowance
and expenses, were approximately $6.7 million. The Ordinary Shares began trading on August 27, 2024 on the Nasdaq Capital Market under
the ticker symbol “JBDI.”
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v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
May 31, 2024 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).
|
Use of Estimates and Assumptions |
● |
Use
of Estimates and Assumptions |
The
preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the financial years presented. Significant accounting estimates
in the year include the allowance for doubtful accounts on accounts and other receivables, impairment loss on inventories, assumptions
used in assessing right-of-use assets and impairment of long-lived assets, and deferred tax valuation allowance.
The
Inputs Into the management’s judgments and estimates consider the economic Implications of COVID-19 on the Company’s critical
and significant accounting estimates. Actual results could differ from these estimates.
|
Basis of Consolidation |
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
|
Foreign Currency Translation and Transaction |
● |
Foreign
Currency Translation and Transaction |
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the statement of operations.
The
reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements
have been expressed in US$. In addition, the Company and subsidiaries are operating in Singapore, maintain their books and record in
their local currency, Singapore Dollars (“S$”), which is a functional currency as being the primary currency of the economic
environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries
whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement,
using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the financial
year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component
of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation
of amounts from S$ into US$ has been made at the following exchange rates for the financial years ended May 31, 2024 and 2023:
SCHEDULE
OF EXCHANGE RATES
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
| | | |
| | |
Year-end US$:S$ exchange rate | |
| 1.3509 | | |
| 1.3520 | |
Average US$:S$ exchange rate | |
| 1.3465 | | |
| 1.3690 | |
Translation
gains and losses that arise from exchange rate fluctuations from transactions denominated in a currency other than the functional currency
are translated, as the case may be, at the rate on the date of the transaction and included in the results of operations as incurred.
|
Cash and Cash Equivalents |
● |
Cash
and Cash Equivalents |
Cash
and cash equivalents consist primarily of cash in readily available checking and saving accounts. Cash equivalents consist of highly
liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying
amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Singapore.
|
Accounts Receivable, net |
● |
Accounts
Receivable, net |
Accounts
receivable include trade accounts due from customers in the sale of products.
Accounts
receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement
terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon the execution
of the insurance policies. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue
balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt
allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific
losses on individual customer exposures, as well as the historical trends of collections. Account balances are charged off against the
allowance after all means of collection have been exhausted and the likelihood of collection is not probable. The Company’s management
continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
The
Company does not hold any collateral or other credit enhancements overs its accounts receivable balances.
|
Inventories |
Inventories
are valued at the lower of cost or net realizable value. Cost is determined by the average cost method. The Company records adjustments
to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory
and the estimated net realizable value. At the point of loss recognition, a new cost basis for that inventory is established, and subsequent
changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.
|
Property and Equipment, net |
● |
Property
and Equipment, net |
Property
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking
into account their estimated residual values:
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE
|
|
Expected
useful life |
Factory
and office equipment |
|
5
years |
Factory
improvement |
|
5
years |
Leasehold
factory premises |
|
30
years |
Furniture
and fittings |
|
10
years |
Machinery
and equipment |
|
10
years |
Motor
vehicles and forklifts |
|
5
years |
Renovation |
|
5
years |
Leasehold
land |
|
20
years |
Expenditure
for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation
are removed from the accounts and any resulting gain or loss is recognized in the Results of operations.
|
Impairment of Long-Lived Assets |
● |
Impairment
of Long-Lived Assets |
In
accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property
and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the
carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets.
|
Revenue Recognition |
The
Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with
Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).
ASC
606-10 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for those goods or services.
|
Step
1: |
Identify
the contract(s) with a customer. |
|
Step
2: |
Identify
the performance obligations in the contract. |
|
Step
3: |
Determine
the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be
entitled in exchange for transferring promised goods or services to a customer. |
|
Step
4: |
Allocate
the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price
to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in
the contract. |
|
Step
5: |
Recognize
revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies
a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of
that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance
obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for
promises to transfer service to a customer). |
Majority
of the Company’s income is derived from contracts with customers in the sale of products, and as such, the revenue recognized depicts
the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects
to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances
when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC 606, as follows:
Product
sales consist of a single performance obligation that the Company satisfies at a point in time. The Company recognizes product revenue
when the following events have occurred: (a) the Company has transferred physical possession of the products, depending upon the method
of distribution and shipping terms set forth in the customer contract, (b) the Company has a present right to payment, (c) the customer
has legal title to the products, and (d) the customer bears significant risks and rewards of ownership of the products. Based on the
Company’s historical practices and shipping terms specified in the sales agreements and invoices, these criteria are generally
met when the products are:
|
● |
Invoiced. |
|
● |
Shipped
from the Company’s facilities or warehouse (“Ex-works”, which is the Company’s standard shipping term). |
For
these sales, the Company determines that the customer is able to direct the use of, and obtain substantially all of the benefits from,
the products at the time the products are shipped.
The
Company records its revenues on product sales, net of good & service taxes (“GST”) upon the services are rendered and
the title and risk of loss of products are fully transferred to the customers. The Company is subject to GST which is levied on the majority
of the products at the rate of 9% on the invoiced value of sales in Singapore.
Amounts
received as prepayment on future products are recorded as customer deposit and recognized as income when the product is shipped.
|
Shipping and Handling Costs |
● |
Shipping
and Handling Costs |
Shipping and handling costs are approximately $0.1 million, approximately
$0.1 million, and approximately $0.2 million which associated with the distribution of the products to the customers which are borne by the Company’s
suppliers or distributors during the financial years ended May 31, 2024, 2023 and 2022.
|
Sales and Marketing |
Sales
and marketing expenses include payroll, employee benefits and other headcount-related expenses associated with sales and marketing personnel,
and the costs of advertising, promotions, seminars, and other programs. Advertising costs are expensed as incurred. Advertising expense
was approximately $0.003 million, approximately $0.003 million, and approximately $0.003 million for the financial years ended May 31, 2024, 2023 and 2022, respectively.
|
Government Grant |
A
government grant or subsidy is not recognized until there is reasonable assurance that: (a) the enterprise will comply with the
conditions attached to the grant; and (b) the grant will be received. When the Company receives government grant or subsidies but
the conditions attached to the grants have not been fulfilled, such government subsidies are deferred and recorded under other
payables and accrued expenses, and other long-term liability. The classification of short-term or long-term liabilities is dependent
on the management’s expectation of when the conditions attached to the grant can be fulfilled. For the financial years ended
May 31, 2024, 2023 and 2022, the Company received government subsidies of approximately $0.1
million, approximately $0.2
million and approximately $0.08 million, respectively, which are recognized as government grant in the consolidated statements of
operations.
|
Comprehensive Income (Loss) |
● |
Comprehensive
Income (Loss) |
ASC
Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated
balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive
income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses
on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
|
Income Taxes |
Income
taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method,
deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are
measured using enacted income tax rates expected to apply to taxable income in the financial years in which those temporary differences
are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
For
the financial years ended May 31, 2024, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As
of May 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions.
The
Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that
are subject to examination by the relevant tax authorities.
|
Leases |
Effective
from January 1, 2020, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use
asset and a lease liability for virtually all leases. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities
on the balance sheet and disclosing key information about leasing transactions. ASC 842 requires that lessees recognize right-of-use
assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater
than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use
asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make
lease payments. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured
and presented in the statement of operations and statement of cash flows. ASC 842 supersedes nearly all existing lease accounting guidance
under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases.
The
accounting update also requires that for finance leases, a lessee recognize Interest expense on the lease liability, separately from
the amortization of the right-of-use asset in the statements of earnings, while for operating leases, such amounts should be recognized
as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.
|
Retirement Plan Costs |
Contributions
to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements
of operation as the related employee service are provided. The Company is required to make contribution to their employees under a government-mandated
multi-employer defined contribution pension scheme for its eligible full-times employees in Singapore. The Company is required to contribute
a specified percentage of the participants’ relevant income based on their ages and wages level. During the financial years ended
May 31, 2024, 2023 and 2022, approximately $0.2 million, approximately $0.2 million and approximately $0.2 million, respectively, contributions were made accordingly.
|
Segment Reporting |
FASB
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis
consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments
and major customers in financial statements for details on the Company’s business segments. For the financial years ended May 31,
2024, 2023 and 2022, the Company has one reporting business segment.
|
Related Parties |
The
Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant
to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15,
to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing
trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company;
f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.
The
financial statements shall include disclosure of material related party transactions, other than compensation arrangements, expense allowances,
and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation
of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of
the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding
of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which
income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding
period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the
terms and manner of settlement.
|
Commitments and Contingencies |
● |
Commitments
and Contingencies |
The
Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date
the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.
If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
|
Concentration of Credit Risk |
● |
Concentration
of Credit Risk |
Financial
instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable. Cash
equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by
management. The Singapore Deposit Protection Board pays compensation up to a limit of S$100,000 (approximately US$74,360) if the bank
with which an individual/a company hold its eligible deposit fails. As of May 31, 2024, bank and cash balances of approximately $0.2
million was maintained at financial institutions in Singapore, of which approximately $0.1 million was subject to credit risk. While
management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
For
accounts receivable, the Company determines, on a continuing basis, the allowance for doubtful accounts are based on the estimated realizable
value. The Company identifies credit risk on a customer by customer basis. The information is monitored regularly by management. Concentration
of credit risk arises when a group of customers having similar characteristics such that their ability to meet their obligations is expected
to be affected similarly by changes in economic conditions.
|
Exchange Rate Risk |
The
reporting currency of the Company is US$, to date the majority of the revenues and costs are denominated in S$ and a significant portion
of the assets and liabilities are denominated in S$. As a result, the Company is exposed to foreign exchange risk as its revenues and
results of operations may be affected by fluctuations in the exchange rate between US$ and S$. If S$ depreciates against US$, the value
of S$ revenues and assets as expressed in US$ financial statements will decline. The Company does not hold any derivative or other financial
instruments that expose to substantial market risk.
|
Liquidity Risk |
Liquidity
risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is
to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of
uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
|
Fair Value Measurement |
The
Company follows the guidance of the ASC Topic 820-10, Fair Value Measurement and Disclosure (“ASC 820-10”), with respect
to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes
the inputs used in measuring fair value as follows:
|
● |
Level
1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
|
● |
Level
2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets
or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using
market-based observable inputs; and |
|
● |
Level
3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option
pricing models and discounted cash flow models. |
The
carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable,
amount due to a related party, accounts payable, escrow liabilities, income tax payable, amount due to a related party, other payables
and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.
Management
believes, based on the current market prices or interest rates for similar debt instruments, the fair value of note payable approximate
the carrying amount. The Company accounts for loans receivable at cost, subject to impairment testing. The Company obtains a third-party
valuation based upon loan level data including note rate, type and term of the underlying loans.
The
Company’s non-marketable equity securities are investments in privately held companies, which are without readily determinable
market values and are classified as Level 3, due to the absence of quoted market prices, the inherent lack of liquidity and the fact
that inputs used to measure fair value are unobservable and require management’s judgment.
Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates
are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.
Changes in assumptions could significantly affect the estimates.
|
Recently Issued Accounting Pronouncements |
● |
Recently
Issued Accounting Pronouncements |
In
June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject
to Contractual Sale Restrictions”, which clarifies that contractual sale restrictions are not considered in measuring fair value
of equity securities and requires additional disclosures for equity securities subject to contractual sale restrictions. The standard
is effective for public companies for fiscal years beginning after December 15, 2023. Early adoption is permitted. This accounting standard
update is not expected to have a material impact on our consolidated financial statements as the amendments align with our existing policy.
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v3.24.3
BUSINESS OVERVIEW AND BASIS OF PRESENTATION (Tables)
|
12 Months Ended |
May 31, 2024 |
Accounting Policies [Abstract] |
|
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES |
Description
of subsidiaries incorporated and controlled by the Company
SCHEDULE
OF DESCRIPTION OF SUBSIDIARIES
Name |
|
Background |
|
Effective
ownership |
|
|
|
|
|
JBDI
|
|
British
Virgin Islands company
Incorporated
on October 10, 2022
Issued
and outstanding 10,000 ordinary shares for US$10,000
Investment
holding
Provision
of investment holding |
|
100%
owned by JBDI Holdings |
|
|
|
|
|
Jurong
Barrels |
|
Singaporean
company
Incorporated
on September 17, 1983
Issued
and outstanding 2,000,000 ordinary shares for S$2,000,000 |
|
100%
owned by JBDI |
|
|
|
|
|
JBDI
Systems |
|
Singaporean
company
Incorporated
on May 4, 2017
Issued
and outstanding 100 ordinary shares for S$100 |
|
100%
owned by Jurong Barrels |
|
X |
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v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
May 31, 2024 |
Accounting Policies [Abstract] |
|
SCHEDULE OF EXCHANGE RATES |
Translation
of amounts from S$ into US$ has been made at the following exchange rates for the financial years ended May 31, 2024 and 2023:
SCHEDULE
OF EXCHANGE RATES
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
May 31, 2024 | | |
May 31, 2023 | |
| |
| | | |
| | |
Year-end US$:S$ exchange rate | |
| 1.3509 | | |
| 1.3520 | |
Average US$:S$ exchange rate | |
| 1.3465 | | |
| 1.3690 | |
|
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE |
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE
|
|
Expected
useful life |
Factory
and office equipment |
|
5
years |
Factory
improvement |
|
5
years |
Leasehold
factory premises |
|
30
years |
Furniture
and fittings |
|
10
years |
Machinery
and equipment |
|
10
years |
Motor
vehicles and forklifts |
|
5
years |
Renovation |
|
5
years |
Leasehold
land |
|
20
years |
|
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- DefinitionTabular disclosure of the U.S. dollar denominated balances, balances reported for financial reporting purposes and the differences between the two balances by each relevant line item on the financial statements.
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v3.24.3
DISAGGREGATION OF REVENUE (Tables)
|
12 Months Ended |
May 31, 2024 |
Revenue from Contract with Customer [Abstract] |
|
SCHEDULE OF DISAGGREGATION OF REVENUE |
The
following tables present the Company’s revenue disaggregated by business segment and geography, based on management’s assessment
of available data:
SCHEDULE
OF DISAGGREGATION OF REVENUE
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
|
$’000 |
|
Sales at a single point in time | |
| | | |
| | |
|
|
|
|
Sales of containers and recycled materials | |
| 8,249 | | |
| 9,647 | |
|
|
11,028 |
|
Services | |
| 1,136 | | |
| 1,365 | |
|
|
755 |
|
| |
| | | |
| | |
|
|
|
|
Total revenue at a point in time | |
| 9,385 | | |
| 11,012 | |
|
|
11,783 |
|
Sales over time | |
| - | | |
| - | |
|
|
- |
|
Rental | |
| 9 | | |
| 110 | |
|
|
111 |
|
| |
| | | |
| | |
|
|
|
|
Total
revenue over time | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
In
accordance with ASC 280, Segment Reporting (“ASC 280”), we have one reportable geographic segment. Sales are based on the
countries in which the customer is located. Summarized financial information concerning our geographic segments is shown in the following
tables:
| |
2024 | | |
2023 | |
|
2022 |
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Singapore | |
| 7,907 | | |
| 9,344 | |
|
|
10,091 |
|
Indonesia | |
| 877 | | |
| 1,411 | |
|
|
1,405 |
|
Malaysia and other countries | |
| 610 | | |
| 367 | |
|
|
398 |
|
| |
| | | |
| | |
|
|
|
|
Total
revenue | |
| 9,394 | | |
| 11,122 | |
|
|
11,894 |
|
|
X |
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v3.24.3
ACCOUNTS RECEIVABLE, NET (Tables)
|
12 Months Ended |
May 31, 2024 |
Receivables [Abstract] |
|
SCHEDULE OF ACCOUNTS RECEIVABLE, NET |
Accounts
receivable, net consisted of the following:
SCHEDULE
OF ACCOUNTS RECEIVABLE, NET
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Accounts receivable – third parties | |
| 2,003 | | |
| 2,414 | |
Less: allowance for doubtful accounts | |
| (317 | ) | |
| (110 | ) |
| |
| | | |
| | |
Accounts receivable, net | |
| 1,686 | | |
| 2,304 | |
|
X |
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v3.24.3
PROPERTY AND EQUIPMENT, NET (Tables)
|
12 Months Ended |
May 31, 2024 |
Property, Plant and Equipment [Abstract] |
|
SCHEDULE OF PROPERTY AND EQUIPMENT, NET |
Property
and equipment consisted of the following:
SCHEDULE
OF PROPERTY AND EQUIPMENT, NET
| |
2024 | | |
2023 | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
At cost: | |
| | | |
| | |
Factory and office equipment | |
| 37 | | |
| 37 | |
Factory improvement | |
| 711 | | |
| 711 | |
Leasehold factory premises | |
| 555 | | |
| 555 | |
Furniture & fittings | |
| 24 | | |
| 24 | |
Machinery and equipment | |
| 3,401 | | |
| 3,394 | |
Motor vehicles and forklifts | |
| 1,102 | | |
| 1,265 | |
Renovation | |
| 99 | | |
| 99 | |
Right-of-use-assets | |
| 1,358 | | |
| 1,357 | |
| |
| | | |
| | |
Property and equipment, gross | |
| 7,287 | | |
| 7,442 | |
Less: accumulated depreciation | |
| (4,299 | ) | |
| (4,089 | ) |
Less: provision for impairment | |
| (1,011 | ) | |
| (298 | ) |
| |
| | | |
| | |
Property and equipment, net | |
| 1,977 | | |
| 3,055 | |
|
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v3.24.3
AMOUNTS DUE TO RELATED PARTIES (Tables)
|
12 Months Ended |
May 31, 2024 |
Amounts Due To Related Parties |
|
SCHEDULE OF AMOUNTS DUE TO RELATED PARTIES |
Amounts
due to related parties consisted of the following:
SCHEDULE
OF AMOUNTS DUE TO RELATED PARTIES
| |
| | |
| |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
Due to related parties* | |
| | | |
| | |
- E U Holdings Pte. Ltd.(1) | |
| 663 | | |
| 902 | |
- Soon Aik Global Pte Ltd(2) | |
| 8 | | |
| 8 | |
- Amount due to shareholders(3) | |
| 395 | | |
| 576 | |
- Amount due to director loans(4) | |
| 245 | | |
| 87 | |
- Amount due to KDS Steel Pte Ltd(5) | |
| 5 | | |
| - | |
| |
| | | |
| | |
Amounts
due to related parties | |
| 1,316 | | |
| 1,573 | |
(1) |
E
U Holdings Pte. Ltd. is company incorporated in Singapore and owned 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
(2) |
Soon
Aik Global Pte Ltd is company incorporated in Singapore and owned 25% by Mr. Neo Chin Heng. |
(3) |
The
shareholders consist of Ms. Siow KL, Mr. Lim TC, Mr. Lim KS and Arc Development. |
(4) |
The
director loans are due to Mr. Lim CP. |
(5) |
KDS
Steel Pte. Ltd. is company incorporated in Singapore and owned 100% by E U Holdings Pte Ltd. |
* | The amounts are unsecured,
interest-free and non-repayable on demand. |
|
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v3.24.3
BANK BORROWINGS (Tables)
|
12 Months Ended |
May 31, 2024 |
Debt Disclosure [Abstract] |
|
SCHEDULE OF BANK BORROWINGS |
Bank
borrowings consisted of the following:
SCHEDULE OF BANK BORROWINGS
| |
Term of | |
Annual | | |
As of May 31, | |
| |
repayments | |
interest rate | | |
2024 | | |
2023 | |
| |
| |
| | | |
| $’000 | | |
| $’000 | |
| |
| |
| | | |
| | | |
| | |
Term loans | |
Within 5 years | |
| 2.0 | % | |
| 606 | | |
| 979 | |
| |
| |
| | | |
| | | |
| | |
| |
| |
| | | |
| 606 | | |
| 979 | |
Representing :- | |
| |
| | | |
| | | |
| | |
Within 12 months | |
| |
| | | |
| 606 | | |
| 373 | |
Over 1 year | |
| |
| | | |
| - | | |
| 606 | |
| |
| |
| | | |
| | | |
| | |
| |
| |
| | | |
| 606 | | |
| 979 | |
|
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v3.24.3
RIGHT-OF-USE ASSETS (Tables)
|
12 Months Ended |
May 31, 2024 |
Right-of-use Assets |
|
SCHEDULE OF OPERATING LEASE RELATED ASSETS AND LIABILITIES |
The
table below presents the lease-related assets and liabilities recorded on the balance sheet.
SCHEDULE OF OPERATING LEASE RELATED
ASSETS AND LIABILITIES
| |
| | | |
| | |
| |
As of May 31, | |
| |
2024 | | |
2023 | |
| |
$’000 | | |
$’000 | |
| |
| | |
| |
Assets | |
| | | |
| | |
Operating lease, right-of-use asset, net | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Total right-of-use asset | |
| 1,056 | | |
| 1,117 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current: | |
| | | |
| | |
Operating lease liabilities | |
| 111 | | |
| 54 | |
| |
| | | |
| | |
Total
Operating lease liabilities | |
| 111 | | |
| 54 | |
| |
| | | |
| | |
Non-current: | |
| | | |
| | |
Operating lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total Operating lease liabilities | |
| 1,064 | | |
| 1,104 | |
| |
| | | |
| | |
Total lease liabilities | |
| 1,175 | | |
| 1,158 | |
|
SCHEDULE OF OPERATING LEASE EXPENSES |
The
Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities
or right-of-use assets. The following tables summarize the lease expense for the financial years.
SCHEDULE
OF OPERATING LEASE EXPENSES
| |
| | | |
| | |
|
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Operating lease cost: | |
| | | |
| | |
|
|
|
|
Operating lease expense (per ASC 842) | |
| - | | |
| - | |
|
|
25 |
|
| |
| | | |
| | |
|
|
|
|
Short-term lease expense (other than ASC 842) | |
| 802 | | |
| 789 | |
|
|
710 |
|
| |
| | | |
| | |
|
|
|
|
Total lease expense | |
| 802 | | |
| 789 | |
|
|
735 |
|
|
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS |
The
below table summarizes our (i) minimum lease payments over the next five years, (ii) lease arrangement implied interest, and (iii) present
value of future lease payments for the next three financial years ending May 31:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Financial Years Ending May 31, | |
Operating and finance lease amount | |
| |
$’000 | |
| |
| |
2025 | |
| 114 | |
2026 | |
| 1,064 | |
Less: interest | |
| (3 | ) |
| |
| | |
Present value of lease liabilities | |
| 1,175 | |
| |
| | |
Representing: | |
| | |
Current liabilities | |
| 111 | |
Non-current liabilities | |
| 1,064 | |
| |
| | |
Total
lease liabilities | |
| 1,175 | |
|
X |
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v3.24.3
INCOME TAXES (Tables)
|
12 Months Ended |
May 31, 2024 |
Income Tax Disclosure [Abstract] |
|
SCHEDULE OF PROVISION FOR INCOME TAXES |
The
provision for income taxes consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
| |
| | | |
| | |
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
|
| |
| | |
| |
|
|
|
Income tax current year | |
| - | | |
| 281 | |
|
|
417 |
|
Income tax refund | |
| (125 | ) | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Income tax (refund) expense | |
| (125 | ) | |
| 281 | |
|
|
417 |
|
|
SCHEDULE OF EFFECTIVE INCOME TAX RATE |
The
reconciliation of income tax rate to the effective income tax rate based on income before income taxes for the financial years ended
May 31, 2024, 2023 and 2022 are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE
| |
| | | |
| | |
|
|
|
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
$’000 |
| |
| | |
| |
|
|
|
Statutory income tax rate | |
| 17 | % | |
| 17 | % |
|
|
17 |
% |
Income tax (refund) expense at statutory rate | |
| (187 | ) | |
| 185 | |
|
|
450 |
|
Tax effect of non-taxable income | |
| (14 | ) | |
| (22 | ) |
|
|
(22 |
) |
Tax effect of non-deductible items | |
| 144 | | |
| 163 | |
|
|
102 |
|
Under provision in previous financial year | |
| 135 | | |
| 92 | |
|
|
10 |
|
Deferred tax assets not recognised | |
| (125 | ) | |
| - | |
|
|
- |
|
Utilization of capital allowances | |
| (40 | ) | |
| (125 | ) |
|
|
(123 |
) |
Others | |
| (38 | ) | |
| (12 | ) |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Income tax (refund) expense | |
| (125 | ) | |
| 281 | |
|
|
417 |
|
|
X |
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v3.24.3
RELATED PARTY TRANSACTIONS (Tables)
|
12 Months Ended |
May 31, 2024 |
Related Party Transactions [Abstract] |
|
SCHEDULE OF RELATED PARTY TRANSACTIONS |
SCHEDULE
OF RELATED PARTY TRANSACTIONS
| |
Financial Years Ended May 31, |
|
| |
2024 | | |
2023 | |
|
|
2022 |
|
| |
$’000 | | |
$’000 | |
|
|
$’000 |
|
| |
| | |
| |
|
|
|
|
Nature of transactions | |
| | |
| |
|
|
|
|
| |
| | |
| |
|
|
|
|
KDS Steel Pte Ltd(1) | |
| | | |
| | |
|
|
|
|
- Logistics services | |
| 802 | | |
| 789 | |
|
|
710 |
|
- Utilities | |
| 71 | | |
| 72 | |
|
|
72 |
|
- Other income | |
| 4 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
E U Holdings Pte. Ltd.(2) | |
| | | |
| | |
|
|
|
|
- Management fees | |
| 267 | | |
| 263 | |
|
|
266 |
|
- Professional fees | |
| 1 | | |
| - | |
|
|
- |
|
| |
| | | |
| | |
|
|
|
|
Filtec Private Limited(3) | |
| | | |
| | |
|
|
|
|
- Sales | |
| 1 | | |
| - | |
|
|
- |
|
- Upkeep of machinery | |
| -* | | |
| - | |
|
|
- |
|
- Upkeep of motor vehicles | |
| -* | | |
| - | |
|
|
- |
|
*
|
The
figures are insignificant. |
These
related parties are controlled by the common shareholders of the Company.
(1) |
E
U Holdings Pte. Ltd. is the shareholders of Jurong Barrels and KDS. |
(2) |
E
U Holdings Pte. Ltd. is owned 50% by Mr. Neo Chin Heng and 50% by Mr. Ng Eng Guan. |
(3) |
Filtec
Private Limited is a company incorporated in Singapore and Soon Aik Global Pte Ltd is the ultimate controlling shareholder of Filtec Private Limited. Soon Aik Global Pte Ltd is a company
incorporated in Singapore and owned 25%
by Mr. Neo Chin Heng. |
|
X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
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v3.24.3
CONCENTRATIONS OF RISK (Tables)
|
12 Months Ended |
May 31, 2024 |
Risks and Uncertainties [Abstract] |
|
SCHEDULE OF CONCENTRATIONS OF RISK |
SCHEDULE
OF CONCENTRATIONS OF RISK
| |
2024 | | |
2023 |
|
2022 |
|
| |
Percentage of purchases | | |
Accounts
payable | | |
Percentage of purchases | |
Accounts
payable | |
|
|
Percentage of purchases |
|
|
Accounts payable
|
|
| |
% | | |
$’000 | | |
% | |
$’000 | |
|
% |
|
|
$’000 |
|
| |
| | | |
| | | |
| |
| | |
|
|
|
|
|
|
|
|
Vendor A | |
| 6.4 | | |
| - | | |
4.3 | |
| - | |
|
|
4.3 |
|
|
|
- |
|
Vendor B | |
| 3.2 | | |
| 10 | | |
8.5 | |
| 61 | |
|
|
10.8 |
|
|
|
60 |
|
|
X |
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v3.24.3
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES (Details) - USD ($) $ in Thousands |
May 31, 2024 |
May 31, 2023 |
Common stock, shares issued |
18,037,500
|
18,037,500
|
Common stock, shares outstanding |
18,037,500
|
18,037,500
|
Common stock value |
$ 9
|
$ 9
|
JBDI [Member] |
|
|
Common stock, shares issued |
10,000
|
|
Common stock, shares outstanding |
10,000
|
|
Common stock value |
$ 10,000
|
|
Effective ownership percentage |
100.00%
|
|
Jurong Barrels [Member] |
|
|
Common stock, shares issued |
2,000,000
|
|
Common stock, shares outstanding |
2,000,000
|
|
Common stock value |
$ 2,000,000
|
|
Effective ownership percentage |
100.00%
|
|
JBDI Systems [Member] |
|
|
Common stock, shares issued |
100
|
|
Common stock, shares outstanding |
100
|
|
Common stock value |
$ 100
|
|
Effective ownership percentage |
100.00%
|
|
X |
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X |
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v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT USEFUL LIFE (Details)
|
May 31, 2024 |
Factory And Office Equipment [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
5 years
|
Factory Improvement [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
5 years
|
Leasehold Improvements [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
30 years
|
Furniture and Fixtures [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
10 years
|
Machinery and Equipment [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
10 years
|
Vehicles [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
5 years
|
Renovation [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
5 years
|
Leasehold Land Improvements [Member] |
|
Property, Plant and Equipment [Line Items] |
|
Property, plant and equipment useful life |
20 years
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
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v3.24.3
BUSINESS OVERVIEW AND BASIS OF PRESENTATION (Details Narrative) - USD ($)
|
Feb. 07, 2024 |
May 30, 2023 |
Oct. 11, 2022 |
Oct. 10, 2022 |
May 31, 2024 |
May 31, 2023 |
May 31, 2022 |
May 31, 2021 |
Dividend |
$ 500,000
|
$ 1,000,000.0
|
$ 500,000
|
|
|
|
|
|
Ordinary shares, shares authorized |
1,000,000,000
|
|
500,000,000
|
|
1,000,000,000
|
1,000,000,000
|
|
|
Ordinary share, par value |
$ 0.0005
|
|
$ 0.001
|
|
$ 0.0005
|
$ 0.0005
|
|
|
EU Holdings [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
52.16%
|
|
|
|
|
|
|
Mr Lim CP [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
4.76%
|
|
|
|
|
|
|
Ms Siow KL [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
14.26%
|
|
|
|
|
|
|
Mr Lim KS [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
4.76%
|
|
|
|
|
|
|
Mr Lim TC [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
14.26%
|
|
|
|
|
|
|
Goldstein [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
4.90%
|
|
|
|
|
|
|
Arc Development [Member] |
|
|
|
|
|
|
|
|
Ownership percentage |
|
4.90%
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
|
|
|
18,038,000
|
18,038,000
|
18,038,000
|
18,038,000
|
Acquisition Agreement [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
490
|
|
|
|
|
Shareholding interest percentage |
|
|
|
4.90%
|
|
|
|
|
Consideration value |
|
|
|
$ 800,000
|
|
|
|
|
EU Holdings [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
5,706
|
|
|
|
|
Number of shares issued |
|
4,704,179
|
|
|
|
|
|
|
EU Holdings [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
4,704,180
|
|
|
|
|
|
|
EU Holdings [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
5,216
|
|
|
|
|
|
|
EU Holdings [Member] | Goldstein [Member] |
|
|
|
|
|
|
|
|
Shareholding interest percentage |
|
|
|
4.90%
|
|
|
|
|
Mr Lim CP [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
475
|
|
|
|
|
Mr Lim CP [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
429,292
|
|
|
|
|
|
|
Mr Lim CP [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
475
|
|
|
|
|
|
|
Ms Siow KL [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
1,427
|
|
|
|
|
Number of shares issued |
|
1,286,074
|
|
|
|
|
|
|
Ms Siow KL [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
1,286,074
|
|
|
|
|
|
|
Ms Siow KL [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
1,427
|
|
|
|
|
|
|
Mr Lim KS [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
475
|
|
|
|
|
Number of shares issued |
|
429,292
|
|
|
|
|
|
|
Mr Lim KS [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
429,292
|
|
|
|
|
|
|
Mr Lim KS [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
475
|
|
|
|
|
|
|
Mr Lim TC [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
1,427
|
|
|
|
|
Number of shares issued |
|
1,286,074
|
|
|
|
|
|
|
Mr Lim TC [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
1,286,074
|
|
|
|
|
|
|
Mr Lim TC [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
1,427
|
|
|
|
|
|
|
Arc Development [Member] |
|
|
|
|
|
|
|
|
Number of shares issued for acquisition |
|
|
|
490
|
|
|
|
|
Number of shares issued |
|
441,919
|
|
|
|
|
|
|
Arc Development [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
441,919
|
|
|
|
|
|
|
Arc Development [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
490
|
|
|
|
|
|
|
Goldstein [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
441,919
|
|
|
|
|
|
|
Goldstein [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares own |
|
441,919
|
|
|
|
|
|
|
Goldstein [Member] | Reorganization Agreement [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
490
|
|
|
|
|
|
|
Mr.Lim CP [Member] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
429,292
|
|
|
|
|
|
|
X |
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v3.24.3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)
|
12 Months Ended |
|
May 31, 2024
USD ($)
|
May 31, 2023
USD ($)
|
May 31, 2022
USD ($)
|
May 31, 2024
SGD ($)
|
Property, Plant and Equipment [Line Items] |
|
|
|
|
Advertising expense |
$ 3,000.000
|
$ 3,000.000
|
$ 3,000.000
|
|
Government grant |
100,000
|
200,000
|
80,000.00
|
|
Payments to employees |
200,000
|
200,000
|
200,000
|
|
Maximum [Member] |
|
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
|
Singapore deposit protection board insured amount |
$ 74,360
|
|
|
$ 100,000
|
SINGAPORE |
|
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
|
Sales tax percentage |
9.00%
|
|
|
|
Sales tax percentage |
$ 100,000
|
$ 100,000
|
$ 200,000
|
|
Cash |
200,000
|
|
|
|
SINGAPORE | Credit Risk [Member] |
|
|
|
|
Property, Plant and Equipment [Line Items] |
|
|
|
|
Cash |
$ 100,000
|
|
|
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v3.24.3
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands |
12 Months Ended |
May 31, 2024 |
May 31, 2023 |
May 31, 2022 |
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
$ 9,394
|
$ 11,122
|
$ 11,894
|
SINGAPORE |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
7,907
|
9,344
|
10,091
|
INDONESIA |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
877
|
1,411
|
1,405
|
MALAYSIA |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
610
|
367
|
398
|
Transferred at Point in Time [Member] |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
9,385
|
11,012
|
11,783
|
Transferred over Time [Member] |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
|
|
|
Rental [Member] |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
9
|
110
|
111
|
Sales Of Containersand Recycled Materials [Member] | Transferred at Point in Time [Member] |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
8,249
|
9,647
|
11,028
|
Services [Member] | Transferred at Point in Time [Member] |
|
|
|
Disaggregation of Revenue [Line Items] |
|
|
|
Total revenue |
$ 1,136
|
$ 1,365
|
$ 755
|
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v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands |
May 31, 2024 |
May 31, 2023 |
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
$ 7,287
|
$ 7,442
|
Less: accumulated depreciation |
(4,299)
|
(4,089)
|
Less: provision for impairment |
(1,011)
|
(298)
|
Property and equipment, net |
1,977
|
3,055
|
Office Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
37
|
37
|
Factory Improvement [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
711
|
711
|
Leasehold Improvements [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
555
|
555
|
Furniture and Fixtures [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
24
|
24
|
Machinery and Equipment [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
3,401
|
3,394
|
Vehicles [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
1,102
|
1,265
|
Renovation [Member] |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
99
|
99
|
Right of Use Assets [Member] |
|
|
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$ 1,357
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PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($) $ in Thousands |
12 Months Ended |
May 31, 2024 |
May 31, 2023 |
May 31, 2022 |
Property, Plant and Equipment [Line Items] |
|
|
|
Depreciation |
$ 463
|
$ 448
|
$ 493
|
Property plant and equipment impairment |
716
|
294
|
|
Right of use assets under operating leasing |
1,056
|
1,117
|
|
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|
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|
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|
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$ 400
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v3.24.3
SCHEDULE OF OPERATING LEASE RELATED ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands |
May 31, 2024 |
May 31, 2023 |
Right-of-use Assets |
|
|
Operating lease, right-of-use asset, net |
$ 1,056
|
$ 1,117
|
Total right-of-use asset |
1,056
|
1,117
|
Operating lease liabilities |
111
|
54
|
Total Operating lease liabilities |
111
|
54
|
Operating lease liabilities |
1,064
|
1,104
|
Total Operating lease liabilities |
1,064
|
1,104
|
Total lease liabilities |
$ 1,175
|
$ 1,158
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v3.24.3
SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)
|
Feb. 07, 2024 |
May 30, 2023 |
Oct. 11, 2022 |
May 31, 2024 |
May 31, 2023 |
Equity [Abstract] |
|
|
|
|
|
Dividend |
$ 500,000
|
$ 1,000,000.0
|
$ 500,000
|
|
|
Ordinary shares, shares authorized |
1,000,000,000
|
|
500,000,000
|
1,000,000,000
|
1,000,000,000
|
Ordinary share, par value |
$ 0.0005
|
|
$ 0.001
|
$ 0.0005
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$ 0.0005
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v3.24.3
CONCENTRATIONS OF RISK (Details Narrative)
|
12 Months Ended |
May 31, 2024
USD ($)
|
May 31, 2024
SGD ($)
|
May 31, 2023
USD ($)
|
May 31, 2022
USD ($)
|
Concentration Risk [Line Items] |
|
|
|
|
Cash |
$ 190,000
|
|
$ 457,000
|
|
Credit Risk [Member] |
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
Credit risk compensation |
74,360
|
$ 100,000
|
|
|
Cash |
200,000
|
|
|
|
Bank balance |
$ 100,000
|
|
|
|
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] |
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
Concentration of credit risk |
14.20%
|
14.20%
|
16.40%
|
18.40%
|
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] |
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
Concentration of credit risk |
6.40%
|
6.40%
|
4.30%
|
4.30%
|
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] |
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
Concentration of credit risk |
3.20%
|
3.20%
|
8.50%
|
10.80%
|
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Single Customer [Member] |
|
|
|
|
Concentration Risk [Line Items] |
|
|
|
|
Accounts receivable |
$ 300,000
|
|
$ 300,000
|
$ 600,000
|
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JBDI (NASDAQ:JBDI)
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